Exhibit 10.3

NOVABAY PHARMACEUTICALS, INC.
2026 EQUITY INCENTIVE PLAN

Restricted Stock Unit Agreement

(Time-Based)

This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by NovaBay Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of NovaBay Pharmaceuticals, Inc. 2026 Equity Incentive Plan (as from time to time amended and in effect, the “Plan”). Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

1.    Grant of RSUs. On the date of grant set forth above (the “Date of Grant”), the Company granted to the Participant the number of Restricted Stock Units (“RSUs”) set forth above, giving the Participant the conditional right to receive, without payment and pursuant to and subject to the terms and conditions set forth in this Agreement and in the Plan, one share of Stock (a “Share”) with respect to each RSU subject to this Award, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the date hereof.

The RSUs are granted to the Participant in connection with the Participant’s Employment.

2.    Vesting. Unless earlier terminated, forfeited, relinquished or expired, the RSUs will vest in accordance with the terms of Schedule A attached hereto.

3.    Cessation of Employment. If the Participant’s Employment ceases for any reason, except as expressly provided in a written employment, change of control or severance-benefit agreement between the Participant and the Company or one of its affiliates that is in effect at the time of such cessation of Employment, the RSUs, to the extent not then vested (whether or not “earned” based on performance), will be immediately forfeited for no consideration.

4.    Dividends. The RSUs shall have no rights with respect to dividends declared by the Company with respect to its capital stock; provided, that, the foregoing shall not prohibit or otherwise limit the adjustment of the terms of this Agreement by the Administrator in accordance with Section 7 of the Plan.

5.    Delivery of Shares. The Company shall, as soon as practicable upon the vesting of any RSUs (but in no event later than two and one-half months following the end of fiscal year in which such RSUs vest), effect delivery of the Shares with respect to such vested RSUs to the Participant (or, in the event the RSUs have passed to the estate or beneficiary of the Participant or a permitted transferee, to such estate or beneficiary or permitted transferee).

6.    Restrictions on Transfer. The RSUs may not be transferred except as expressly permitted under Section 6(a)(3) of the Plan.

7.    Forfeiture; Recovery of Compensation. By accepting, or being deemed to have accepted, the RSUs, the Participant expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, with respect to the RSUs, including the right to any Shares acquired in respect of the RSUs and any amounts received in respect thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision). The Participant further agrees to be bound by the terms of any applicable clawback or recoupment policy of the Company (including the Clawback Policy). Nothing in the preceding sentence will be construed as limiting the general application of Section 9 of this Agreement.

8.    Taxes.

9.    Provisions of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant has been made available to the Participant. By accepting, or being deemed to have accepted, the Award, the Participant agrees to be bound by the terms of the Plan and this Agreement. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the Plan will control. Notwithstanding anything in the Plan to the contrary, the provisions of this Agreement relating to vesting on termination of Employment and Covered Transactions shall control with respect to the Award.

10.    Acknowledgements. The Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument; (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder; and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant.

[Signature page follows.]

The Company, by its duly authorized officer, and the Participant have executed this Agreement.

Signature Page to Restricted Stock Unit Agreement

SCHEDULE A

VESTING

This Schedule A describes the terms and conditions upon which the RSUs will become vested. One-third (33.33%) of the RSUs shall vest on the thirteen (13)-month anniversary of the Vesting Start Date set forth on the first page of the Agreement to which this Schedule A is attached, one-third (33.33%) of the RSUs shall vest on the second (2^nd) anniversary of the Vesting Start Date and one-third (33.33%) of the RSUs shall vest on the third (3^rd) anniversary of the Vesting Start Date, in each case, subject to the Participant’s continued Employment through the applicable vesting date; provided that if the Participant’s Employment is terminated by the Company without Cause or due to the Participant’s disability, the Participant’s Employment terminates due to his death or the Participant resigns for Good Reason (as such terms are defined in the letter agreement between the Participant and the Company, dated as of [______], 2026), the RSUs shall vest in full as of such termination, subject to the Participant’s (or his estate’s) execution and non-revocation of a general release of claims within sixty (60) days.

In the event of a Covered Transaction, (i) if the RSUs are not assumed, continued or substituted for by the acquiring or surviving entity (or its parent), all unvested RSUs that are then outstanding shall immediately become fully vested upon consummation of the Covered Transaction and (ii) if the RSUs are assumed, continued, or substituted, the accelerated vesting provisions in the paragraph above shall continue to apply to all unvested RSUs (or their assumed, continued, or substituted equivalents).