Exhibit
10.3


 


TRANSCODE
Therapeutics, Inc.


SENIOR
EXECUTIVE CASH INCENTIVE BONUS PLAN


 


		1.	Purpose



 


This Senior Executive Cash Incentive Bonus
Plan (the “Incentive Plan”) is intended to provide an incentive for superior work and to motivate eligible
executives of TransCode Therapeutics, Inc. and its subsidiaries (the “Company”) toward higher achievement
and business results, to tie their goals and interests to those of the Company and its stockholders and to enable the Company to
attract and retain highly qualified executives. The Incentive Plan is for the benefit of Covered Executives (as defined below).


 


		2.	Covered Executives



 


From time to time, the Compensation Committee
of the Board of Directors of the Company (the “Compensation Committee”) may select certain key executives
(the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Plan does
not change the “at will” nature of a Covered Executive’s employment with the Company.


 


		3.	Administration



 


The Compensation Committee shall have the
sole discretion and authority to administer and interpret the Incentive Plan.


 


		4.	Bonus Determinations



 


(a)            Corporate
Performance Goals. A Covered Executive may receive a bonus payment under the Incentive Plan based upon the attainment of one
or more performance objectives that are established by the Compensation Committee and relate to financial and operational metrics
with respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”), including
the following: cash flow (including, but not limited to, operating cash flow and free cash flow); achievement of specified research
and development, publication, clinical, regulatory and/or commercial regulatory milestones; revenue; corporate revenue; earnings
before interest, taxes, depreciation and amortization; net income (loss) (either before or after interest, taxes, depreciation
and/or amortization); changes in the market price of the Company’s common stock; economic value-added; acquisitions or strategic
transactions, including licenses, collaborations, joint ventures or promotion arrangements; operating income (loss); return on
capital, assets, equity, or investment; stockholder returns; return on sales; gross or net profit levels; productivity; expense
efficiency; margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share of the Company’s
common stock; sales or market shares; operating income and/or net annual recurring revenue, any of which may be (A) measured
in absolute terms or compared to any incremental increase, (B) measured in terms of growth, (C) compared to another company
or companies or to results of a peer group, (D) measured against the market as a whole and/or as compared to applicable market
indices and/or (E) measured on a pre-tax or post-tax basis (if applicable). Further, any Corporate Performance Goals may be
used to measure the performance of the Company as a whole or a business unit or other segment of the Company, or one or more product
lines or specific markets.  The Corporate Performance Goals may differ from Covered Executive to Covered Executive.





 






     


     


    

 


(b)            Calculation
of Corporate Performance Goals. At the beginning of each applicable performance period, the Compensation Committee will determine
whether any significant element(s) will be included in or excluded from the calculation of any Corporate Performance Goal
with respect to any Covered Executive.  In all other respects, Corporate Performance Goals will be calculated in accordance
with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by
the Compensation Committee at the beginning of the performance period and which is consistently applied with respect to a Corporate
Performance Goal in the relevant performance period.


 


(c)            Target;
Minimum; Maximum. Each Corporate Performance Goal shall have a “target” (100 percent attainment of the Corporate
Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount.


 


(d)            Bonus
Requirements; Individual Goals. Except as otherwise set forth in this Section 4(d): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or
more performance targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives shall be
adopted in each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of
each performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the Compensation Committee
makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals. Notwithstanding
the foregoing, the Compensation Committee may adjust bonuses payable under the Incentive Plan based on achievement of one or more
individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under
the Incentive Plan based on individual performance goals and/or upon such other terms and conditions as the Compensation Committee
may in its discretion determine.


 


(e)            Individual
Target Bonuses. The Compensation Committee shall establish a target bonus opportunity for each Covered Executive for each performance
period. For each Covered Executive, the Compensation Committee shall have the authority to apportion the target award so that a
portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall
be tied to attainment of individual performance objectives.


 


(f)            Employment
Requirement. Subject to any additional terms contained in a written agreement between the Covered Executive and the Company,
the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s
employment by the Company on the bonus payment date. If a Covered Executive was not employed for an entire performance period,
the Compensation Committee may pro rate the bonus based on the number of days employed during such period.


 






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		5.	Timing of Payment



 


(a)            With
respect to Corporate Performance Goals established and measured on a basis more frequently than annually (e.g., quarterly or semi-annually),
the Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial reports
with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for such period
are met, payments will be made as soon as practicable following the end of such period, but not later 74 days after the end of
the fiscal year in which such performance period ends.





 


(b)            With
respect to Corporate Performance Goals established and measured on an annual or multi-year basis, Corporate Performance Goals will
be measured as of the end of each such performance period (e.g., the end of each fiscal year) after the Company’s financial
reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or individual goals for
any such period are met, bonus payments will be made as soon as practicable, but not later than 74 days after the end of the relevant
fiscal year.


 


(c)            For
the avoidance of doubt, bonuses earned at any time in a fiscal year must be paid no later than 74 days after the last day of such
fiscal year.


 


		6.	Amendment and Termination



 


The Company reserves the right to amend
or terminate the Incentive Plan at any time in its sole discretion.


 


Adopted: March 22, 2021, subject to the effectiveness of the
Company’s Registration Statement on Form S-1.


 






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