Exhibit 10.3


 


PHIO PHARMACEUTICALS CORP.


2020 LONG TERM INCENTIVE PLAN






GRANT NOTICE FOR


RESTRICTED STOCK UNIT AWARD


 


FOR GOOD AND VALUABLE CONSIDERATION, Phio
Pharmaceuticals Corp. (the “Company”), hereby grants to the Participant named below the number of
Restricted Stock Units (the “RSUs”) specified below (the “Award”) under the
Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan (as amended from time to time, the “Plan”).
Each RSU represents the right to receive one share of Common Stock, upon the terms and subject to the conditions set forth in this
Grant Notice, the Plan and the Standard Terms and Conditions (the “Standard Terms and Conditions”) promulgated
under such Plan and attached hereto as Exhibit A. This Award is granted pursuant to the Plan and is subject to and qualified
in its entirety by the Standard Terms and Conditions. Capitalized terms not otherwise defined herein shall have the meaning set
forth in the Plan.


 


	Name of Participant:	 
	Grant Date:	 
	Number of RSUs:	 
	Vesting Schedule:	Subject to the Plan and the Standard Terms and Conditions, the RSUs shall vest in accordance with the following schedule, so long as Participant continuously provides services to the Company or its Subsidiaries from the Grant Date through such vesting date: [________].


 


IN ORDER TO RECEIVE THE BENEFITS OF THIS
AGREEMENT, PARTICIPANT MUST EXECUTE AND RETURN THIS GRANT NOTICE (THE “ACCEPTANCE REQUIREMENTS”). IF
YOU FAIL TO SATISFY THE ACCEPTANCE REQUIREMENTS WITHIN 60 DAYS AFTER THE GRANT DATE, THEN THIS GRANT NOTICE WILL BE OF NO FORCE
OR EFFECT AND THIS AWARD WILL BE AUTOMATICALLY FORFEITED TO THE COMPANY WITHOUT CONSIDERATION.


 


By accepting this Grant Notice, Participant
acknowledges that Participant has received and read, and agrees that this Award shall be subject to, the terms of this Grant Notice,
the Plan, and the Standard Terms and Conditions.


 


	 	PHIO PHARMACEUTICALS CORP.
	 	 
	 	 
	 	 
	 	By:____________________________
	 	Name:
	 	Title:
	 	 
	 	PARTICIPANT
	 	 
	 	 
	 	 
	 	________________________________
	 	[Name]



 


 


Signature
Page to 


Grant
Notice for


Restricted
Stock Unit Award


 






    	 	 	 



     


    

 





EXHIBIT A


 


PHIO PHARMACEUTICALS CORP.

2020 LONG TERM INCENTIVE PLAN


 


STANDARD TERMS AND CONDITIONS FOR

RESTRICTED STOCK UNITS


 


These Standard Terms and Conditions apply
to the Award of Restricted Stock Units granted pursuant to the Phio Pharmaceuticals Corp. 2020 Long Term Incentive Plan (the “Plan”),
which are evidenced by a Grant Notice or an action of the Committee that specifically refers to these Standard Terms and Conditions.
In addition to these Standard Terms and Conditions, the Restricted Stock Units shall be subject to the terms of the Plan, which
are incorporated into these Standard Terms and Conditions by this reference. Capitalized terms not otherwise defined herein shall
have the meaning set forth in the Plan.


 


1.              
TERMS OF RESTRICTED STOCK UNITS


 


Phio Pharmaceuticals Corp. (the
“Company”) has granted to the Participant named in the Grant Notice provided to said Participant herewith
(the “Grant Notice”) an award of Restricted Stock Units (the “Award” or “RSUs”)
specified in the Grant Notice, with each Restricted Stock Unit representing the right to receive one share of Common Stock. The
Award is subject to the conditions set forth in the Grant Notice, these Standard Terms and Conditions and the Plan. For purposes
of these Standard Terms and Conditions and the Grant Notice, any reference to the Company shall include a reference to any Subsidiary.


 


2.              
VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS


 


(a)            
The Award shall not be vested as of the Grant Date set forth in the Grant Notice and
shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and these Standard Terms and Conditions.
After the Grant Date, subject to termination or acceleration as provided in these Standard Terms and Conditions and the Plan, the
Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in
the Grant Notice. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested
RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred
to herein as “Unvested RSUs.” 


 


(b)            
As soon as administratively practicable following the vesting of the RSUs pursuant
to the Grant Notice and this Section 2, but in no event later than 30 days after each vesting date, the Company shall deliver
to the Participant a number of shares of Common Stock equal to the number of RSUs that vested on such date.


 


(c)            
Upon Participant’s termination of Continuous Service for any reason, any then
Unvested RSUs held by the Participant shall be forfeited and canceled as of the date of the Participant’s termination of
Continuous Service. 


 


3.              
RIGHTS AS STOCKHOLDER; DIVIDEND EQUIVALENTS


 


	1.	Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs
unless and until shares of Common Stock settled for such RSUs shall have been issued by the Company to Participant (as evidenced
by the appropriate entry on the books and records of the Company or of a duly authorized transfer agent of the Company).



 


4.              
RESTRICTIONS ON RESALES OF SHARES


 


The Company may impose such
restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant
or other subsequent transfers by the Participant of any shares of Common Stock issued pursuant to Vested RSUs, including (a) restrictions
under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by Participant
and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.


 


 


 






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5.              
INCOME TAXES


 


The Participant may satisfy
any national, state, local or other tax withholding obligation relating to the RSUs by any of the following means or by a combination
of such means: (i) tendering a cash payment; (ii) causing the Company to withhold shares of Common Stock from the shares of Common
Stock issued or otherwise issuable to the Participant in connection with the RSUs (only up to such amount that will not cause an
adverse accounting consequence or cost); or (iii) causing the Company to withhold payment from the proceeds from the sale
of shares of Common Stock issued pursuant to the RSUs.


 


6.              
NONTRANSFERABILITY OF AWARD


 


The Participant understands,
acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold,
assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of
descent and distribution.


 


7.              
OTHER AGREEMENTS SUPERSEDED


 


The Grant Notice, these Standard
Terms and Conditions and the Plan constitute the entire understanding between the Participant and the Company regarding the Award.
Any prior agreements, commitments or negotiations concerning the Award are superseded.


 


8.              
LIMITATION OF INTEREST IN SHARES SUBJECT TO RESTRICTED STOCK UNITS


 


Neither the Participant (individually
or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right,
title, interest, or privilege in or to any shares of Common Stock allocated or reserved for the purpose of the Plan or subject
to the Grant Notice or these Standard Terms and Conditions except as to such shares of Common Stock, if any, as shall have been
issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, these Standard Terms and Conditions
or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue to serve the Company
or an Affiliate in the capacity in effect at the time this Award was granted or any other capacity or will affect the right of
the Company or an Affiliate to terminate the service of the Participant.


 


9.              
GENERAL


 


	1.	In the event that any provision of these Standard Terms and Conditions
is declared to be illegal, invalid or otherwise unenforceable by
a court of competent jurisdiction, such provision shall be reformed, if possible, to the extent necessary to render it legal, valid
and enforceable, or otherwise deleted, and the remainder of these Standard Terms and Conditions shall not be affected except to
the extent necessary to reform or delete such illegal, invalid or unenforceable provision.



 


	2.	The headings preceding the text of the sections hereof are inserted
solely for convenience of reference, and shall not constitute a
part of these Standard Terms and Conditions, nor shall they affect its meaning, construction or effect. Words in the masculine
gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include
the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed
to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar
items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”,
or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that
could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement,
instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time
to time to the extent permitted by the provisions thereof and not prohibited by the Plan or these Standard Terms and Conditions.



 


	3.	These Standard Terms and Conditions shall inure to the benefit of and be binding upon the parties hereto and their respective
permitted heirs, beneficiaries, successors and assigns.



 


	4.	These Standard Terms and Conditions shall be construed in accordance
with and governed by the laws of the State of Delaware, without regard
to principles of conflicts of law.



 


 


 






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	5.	In the event of any conflict between the Grant Notice, these Standard
Terms and Conditions and the Plan, the Grant Notice and these Standard Terms and Conditions shall control. In the event of any
conflict between the Grant Notice and these Standard Terms and
Conditions, the Grant Notice shall control.



 


	6.	All questions arising under the Plan or under these Standard Terms
and Conditions shall be decided by the Committee in its total and absolute discretion.



 


10.           
ELECTRONIC DELIVERY


 


By executing the Grant Notice,
the Participant hereby consents to the delivery of information (including, without limitation, information required to be delivered
to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, and the Restricted
Stock Units via Company web site or other electronic delivery.


 

 


 


 


 


 


 


 






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