Exhibit 10.2


 





 


 


EYEGATE
PHARMACEUTICALS, INC.


 


Amendment to Third Amended and Restated
Employment Agreement


 


This Amendment (this “Amendment”)
to the Agreement (as such term is defined below) is made by and between EyeGate Pharmaceuticals, Inc., a Delaware corporation (the
 “Employer”), and Stephen From (the “Employee”), as of November 26, 2019. Capitalized terms
used but not defined in this Amendment shall have the meanings given to such terms in the Agreement.


 


WHEREAS, the Employer and the Employee entered
into that certain Third Amended and Restated Employment Agreement, dated as of November 29, 2017 (the “Agreement”);
and


 


WHEREAS, the Employer and the Employee desire
to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the
agreements and obligations set forth herein and set forth in the Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Employer and the Employee each hereby agrees as follows:


 


1.       Amendment.


 


a.       The Agreement is
hereby amended by deleting the table appearing in Section 8.9 thereof in its entirety and replacing it with the following:


 


	Transaction Value	Percentage of Transaction Value
	Up to $25,000,000.00	0.00%
	$25,000,000.00 to $37,499,999.99	1.00%
	$37,500,000.00 to $49,999,999.99	1.10%
	$50,000,000.00 to $62,499,999.99	1.20%
	$62,500,000.00 to $74,999,999.99	1.30%
	$75,000,000.00 to $99,999,999.99	1.40%
	$100,000,000.00 and greater	1.50%


 






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b.       The Agreement is
hereby amended by deleting Section 10.2(c) thereof in its entirety and replacing it with the following:


 


“(c)       If
the employment of the Employee is terminated by the Employer for any reason other than for Cause (as defined in Section 10.2(e)
below) at any time or if the employment of the Employee is terminated by the Employee for Good Reason then, subject to Sections
10.3 and 13 and subsection (d) hereof, and in addition to the Accrued Benefits, the Employee shall be entitled to: (i) severance
pay in the form of a continuation of the periodic payment of his salary for a period of eighteen (18) months from the Termination
Date; and (ii) an amount equal to the product of (A) the maximum performance bonus, pursuant to Section 8.2, that he would have
been eligible to receive for the year in which such termination occurs, assuming achievement by the Employer (or otherwise) of
all applicable performance metrics at the “target” level, multiplied by (B) 1.5, which shall be payable no later than
the last installment of his severance. The continued salary payments referred to in the foregoing clause (i) shall be made in accordance
with the Employer’s standard payroll practices and timing as in effect from time to time.”


 


2.       Miscellaneous.


 


a.       No Waiver or
Further Amendment, Change, or Modification. This Amendment shall not constitute or be construed as a waiver of any term, provision,
or right set forth in the Agreement; and except as otherwise set forth in this Amendment, the Agreement shall continue in full
force and effect and without any amendment, change, or modification.


 


b.       Incorporation.
Except as expressly set forth above, this Amendment incorporates and is subject to any and all terms, provisions, and conditions
set forth in the Agreement.


 


c.       Counterpart Execution.
This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute
one and the same instrument.


 


 


[Remainder of Page Intentionally Left
Blank; Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have executed
this Amendment as of the date first set forth above.


 





	EMPLOYER:	 
	 	 
	EYEGATE PHARMACEUTICALS, INC.	 
	 	 
	 	 
	/s/ Paul Chaney	 
	Paul Chaney, Chairman	 
	 	 
	 	 
	 	 
	EMPLOYEE:	 
	 	 
	 	 
	/s/ Stephen From	 
	Stephen From	 


 







 





 



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