Exhibit 10.1


 





 


 


271 Waverly Oaks Road, Suite 108


Waltham, MA 02452


 





February 1, 2017


 


Sarah Romano, CPA


6 Anthony Road


Newton, MA 02460






Dear Sarah:


 


EyeGate Pharmaceuticals, Inc. (the “Company”)
is pleased to offer you a promotion to the Company’s Interim Chief Financial Officer effective as of the date of this letter
(the “Effective Date”). This letter is intended to summarize some of the terms of your employment, and amends
and restates in its entirety the letter agreement between you and the Company dated as of July 20, 2016. We refer you to the policies,
plans and practices of the Company for more details on the terms and conditions of your employment.


 


Your employment is considered “at will”; both you
and the Company have the right to terminate your employment at any time for any reason. This letter does not constitute, and shall
not be construed as, creating a contract or promise of employment for any set period of time.


 


You will report to Stephen From, President and Chief Executive
Officer of the Company, and will be responsible for all tasks attendant to the role of Interim Chief Financial Officer of an R&D
stage specialty pharmaceutical company, including but not limited to managing the financial statements, SEC reporting, audit of
the financial statements, internal controls and Sarbanes-Oxley compliance, accounting function management including budgets and
forecasts and financial strategy of the Company, and duties assigned to you by the CEO from time to time.


 


Your starting base salary in your new position will be $6,153.85
every two weeks (which annualizes to $160,000), less applicable withholdings and deductions. In addition, you will be eligible
to earn an incentive bonus/commission based on goals set by the Company after the Effective Date, with an annual target of up to
twenty percent (20%) of your base salary.


 


In addition to the foregoing, you will be eligible to participate
in fringe benefit plans as may be generally available to other Company employees. Policies applicable to other employees of the
Company shall also be applicable to you. Initially, this will include eligibility to participate in the Company’s group health
plan, reimbursement for Company approved travel (in accordance with the Company’s expense reimbursement policies), and accrual
of up to twenty (20) days per year of paid vacation time (accrued and useable in accordance with the Company’s vacation policies).
Vacation days stop accruing after reaching the maximum allowable accrual for the year, after which time no vacation time will be
accrued until used.


 




     


     


    

 


Employment with the Company is contingent on verification of
eligibility to work. Due to the Immigration Reform and Control Act of 1986, all employees hired after November 6, 1986, must provide
verification of employment eligibility prior to commencement of employment. Your employment is also contingent on your execution
of the Company’s standard Employee Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement.


 


Additionally, you represent that you are not subject to and
will not be subject to any agreements, restriction or obligations, including any noncompetition agreements or restrictions or any
nondisclosure or confidentiality agreement or restrictions, which prevent you from performing (or in any other way adversely impact
your ability to perform), your employment duties on behalf of the Company. Whether or not you are bound by the terms of any such
agreements, you agree that during your employment with the Company, you will not disclose or use, or induce anyone at the Company
to use, any confidential, proprietary or trade secret information or material belonging to any former employer or other person
or entity.


 


The terms set forth herein shall not be modified except pursuant
to a written agreement signed by both parties. This letter is governed by Massachusetts law.


 


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We look forward to your contributions towards the growth of
the Company.


 


Sincerely,


 


EyeGate Pharmaceuticals, Inc.


 


 


	/s/ Stephen From	 
	By: Stephen From	 
	Its:  President and Chief Executive Officer	 





 


Receipt Acknowledged and Terms Agreed To:





 


 


	/s/ Sarah Romano	 	February 1, 2017	 
	Sarah Romano, CPA	 	Date	 


 








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