Acceleration Upon Change of Control Uses in Taxes Clause

Taxes from Second Amended and Restated Employment Agreement

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, entered into as of _______________, 2014 (this "Agreement"), is made by and between Eyegate Pharmaceuticals, Inc., a Delaware corporation (the "Employer"), and Stephen From (the "Employee").

Taxes. All compensation and benefits (including, without limitation, any fringe benefits, non-cash compensation, subsidies, severance pay or benefits under Sections 8.5, 10.2 hereof) payable or to be provided to Employee shall be subject to applicable withholding taxes, to applicable foreign, federal, state and local deductions, and to any other proper deductions.