Board of Directors of the Employer Uses in Performance Bonus Clause

Performance Bonus 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").

Performance Bonus. The Employee shall be eligible to receive a performance bonus in respect of each fiscal year of the Employer. Payment of any such performance bonus and the amount, if any, of any such performance bonus shall be entirely at the discretion of the Board of Directors. In determining the amount of any performance bonus to be paid to Employee under this Section 8.2, the Board of Directors shall consider the extent to which the performance criteria established between the Employee and the Board of Directors with respect to such fiscal year has been achieved; provided, however, that in no event shall the amount of any performance bonus paid to Employee under this Section 8.2 with respect to any fiscal year exceed fifty percent (50%) of Employee's salary for such fiscal year. In the event that the Board of Directors of the Employer determines, in its discretion, to make payment of a performance bonus to Employee pursuant to this Section 8.2, then Employer shall use best efforts to make payment of such performance bonus within sixty (60) calendar days of the end of the applicable fiscal year of the Employer. Notwithstanding anything express or implied in this Section 8.2 to the contrary, Employee must remain an employee of the Employer on the date that Employer makes payment of any performance bonus pursuant to this Section 8.2 in order to receive any performance bonus.