Exhibit 10.3 


 


Eyegate
Pharmaceuticals, Inc.


 


EMPLOYEE STOCK PURCHASE PLAN


 


The purpose of this Plan is to provide eligible
employees of Eyegate Pharmaceuticals, Inc. (the “Company”)
and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.01 par value (the
“Common Stock”), commencing at such time as the Board of Directors of the Company (the “Board”) shall determine.
Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose
is                      shares of Common Stock.


 


This Plan is intended to qualify as an “employee
stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”),
and the regulations issued thereunder, and shall be interpreted consistent therewith.


 


1.          Administration.
The Plan will be administered by the Board or by a committee appointed by the Board (the “Committee”). The Board or
the Committee has authority to make rules and regulations for the administration of the Plan and its interpretation and decisions
with regard thereto shall be final and conclusive.


 


2.          Eligibility.
All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code)
designated by the Board or the Committee from time to time (a “Designated Subsidiary”), are eligible to participate
in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan provided
that:


 


a.           they
are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months
in a calendar year;


 


b.           they
have been employed by the Company or a Designated Subsidiary for at least six (6) months prior to enrolling in the Plan; and


 


c.           they
are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).


 


No employee may be granted an Option hereunder
if such employee, immediately after the Option is granted, owns 5% or more of the total combined voting power or value of
the stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d)
of the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual right
to purchase shall be treated as stock owned by the employee.


 


The Company retains the discretion to determine
which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423-2(e)
and (f).


 




    	 



    	 



    

 


3.          Offerings.
The Company will make one or more offerings (“Offerings”) to employees to purchase stock under this Plan. Offerings
will begin at such time as the Board shall determine. Each Offering will consist of a six-month period (a “Plan Period”)
during which payroll deductions will be made and held for the purchase of Common Stock at the end of the Plan Period. The Board
or the Committee may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings.


 


4.          Participation.
An employee eligible on the first day of a Plan Period of any Offering may participate in such Offering by completing and forwarding
either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least
15 days prior to the commencement of the applicable Plan Period. The form will authorize a regular payroll deduction from
the Compensation received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan,
his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains
in effect. The term “Compensation” means the amount of money reportable on the employee’s Federal Income Tax
Withholding Statement, excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses
such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, income
or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately
identified on the employee’s Federal Income Tax Withholding Statement, but including, in the case of salespersons, sales
commissions to the extent determined by the Board or the Committee.


 


5.          Deductions.
The Company will maintain payroll deduction accounts for all participating employees. With respect to any Offering made under this
Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) up to a maximum of 15% of the
Compensation he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The
Board or the Committee may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such
percentage of Compensation as may be established from time to time by the Board or the Committee.


 


6.          Deduction
Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either
a written or electronic new payroll deduction authorization form. However, an employee may not increase his or her payroll
deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does
not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue
will be applied to the purchase of Common Stock on the Exercise Date (as defined below).


 


7.          Interest.
Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion,
elects to credit employee accounts with interest at such rate as it may from time to time determine.


 




    	 



    	 



    

 


8.          Withdrawal
of Funds. An employee may at any time prior to the close of business on the fifteenth business day prior to the end of a Plan
Period and for any reason permanently draw out the balance accumulated in the employee’s account and thereby withdraw from
participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the
remainder of the Plan Period during which the employee withdrew his or her balance. The employee may participate in any subsequent
Offering in accordance with terms and conditions established by the Board or the Committee.


 


9.          Purchase
of Shares.


 


a.           Number
of Shares. On the first day of each Plan Period, the Company will grant to each eligible employee who is then a participant
in the Plan an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”)
at the applicable purchase price (the “Option Price”) up to that number of shares of Common Stock determined by multiplying
$ by the number of full months in the Plan Period and dividing the result by the closing price (as determined below) on the first
day of such Plan Period; provided, however, that no employee may be granted an Option which permits his or her rights to purchase
Common Stock under this Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the
Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined
at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and, provided, further,
however, that the Committee may, in its discretion, set a fixed maximum number of shares of Common Stock that each eligible employee
may purchase per Plan Period which number may not be greater than the number of shares of Common Stock determined by using the
formula in the first clause of this Section 9(a) and which number shall be subject to the second clause of this Section 9(a).


 


b.           Option
Price. The Board or the Committee shall determine the Option Price for each Plan Period, including whether such Option Price
shall be determined based on the lesser of the closing price of the Common Stock on (i) the first business day of the Plan
Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Common Stock on the Exercise Date;
provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination
by the Board or the Committee, the Option Price will be 85% of the lesser of the closing price of the Common Stock on (i) the
first business day of the Plan Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for
the primary trading session) on any national securities exchange on which the Common Stock is listed or (b) the average of
the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal
or another source selected by the Board or the Committee. If no sales of Common Stock were made on such a day, the price of the
Common Stock shall be the reported price for the next preceding day on which sales were made.


 


c.           Exercise
of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised
his Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of
Common Stock reserved for the purpose of the Plan that his accumulated payroll deductions on such date will pay for, but not in
excess of the maximum numbers determined in the manner set forth above.


 




    	 



    	 



    

 


d.           Return
of Unused Payroll Deductions. Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period
will be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common
Stock will be carried forward into the employee’s payroll deduction account for the following Offering, unless the employee
elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall
be refunded.


 


10.         Issuance
of Certificates. Certificates representing shares of Common Stock purchased under the Plan may be issued only in the name of
the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in
the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee.
The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book entry registration of
shares in lieu of issuing stock certificates.


 


11.         Rights
on Retirement, Death or Termination of Employment. If a participating employee’s employment ends before the last business
day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the
employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day
of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to
the executor or administrator of the employee’s estate or (b) if no such executor or administrator has been appointed
to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last
business day of the Plan Period, the Designated Subsidiary by which an employee is employed ceases to be a subsidiary of the Company,
or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be
deemed to have terminated employment for the purposes of this Plan.


 


12.         Optionees
Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such
employee a stockholder of the shares of Common Stock covered by an Option under this Plan until he or she has purchased and received
such shares.


 


13.         Options
Not Transferable. Options under this Plan are not transferable by a participating employee other than by will or the laws of
descent and distribution, and are exercisable during the employee’s lifetime only by the employee.


 


14.         Application
of Funds. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used
for any corporate purpose.


 




    	 



    	 



    

 


15.         Adjustment
for Changes in Common Stock and Certain Other Events.


 


a.           Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders
of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the
share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined
by the Board or the Committee.


 


b.           Reorganization
Events.


 


1.          Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity
as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities
or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities
or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.


 


2.          Consequences
of a Reorganization Event on Options. In connection with a Reorganization Event, the Board or the Committee may take any one
or more of the following actions as to outstanding Options on such terms as the Board or the Committee determines: (i) provide
that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation
(or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options will be terminated
immediately prior to the consummation of such Reorganization Event and that all such outstanding Options will become exercisable
to the extent of accumulated payroll deductions as of a date specified by the Board or the Committee in such notice, which date
shall not be less than 10 days preceding the effective date of the Reorganization Event, (iii) upon written notice to employees,
provide that all outstanding Options will be cancelled as of a date prior to the effective date of the Reorganization Event and
that all accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization
Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered
in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the
consummation of the Reorganization Event and make or provide for a cash payment to each employee equal to (A) (1) the Acquisition
Price times (2) the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately
prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market
value of the Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b)
hereof, and where the number of shares that could be purchased is subject to the limitations set forth in Section 9(a), minus
(B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation
or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof)
and (vi) any combination of the foregoing.


 




    	 



    	 



    

 


For purposes of clause (i) above, an
Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase,
for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each
share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common
stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value
(as of the date of such determination or another date specified by the Board) to the per share consideration received by holders
of outstanding shares of Common Stock as a result of the Reorganization Event.


 


16.         Amendment
of the Plan. The Board may at any time, and from time to time, amend or suspend this Plan or any portion thereof, except that
(a) if the approval of any such amendment by the shareholders of the Company is required by Section 423 of the Code,
such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause
the Plan to fail to comply with Section 423 of the Code.


 


17.         Insufficient
Shares. If the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number
of shares purchased under previous Offerings under this Plan exceeds the maximum number of shares issuable under this Plan, the
Board or the Committee will allot the shares then available on a pro-rata basis.


 


18.         Termination
of the Plan. This Plan may be terminated at any time by the Board. Upon termination of this Plan all amounts in the accounts
of participating employees shall be promptly refunded.


 


19.         Governmental
Regulations. The Company’s obligation to sell and deliver Common Stock under this Plan is subject to listing on
a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities
required in connection with the authorization, issuance or sale of such stock.


 


20.         Governing
Law. The Plan shall be governed by Delaware law except to the extent that such law is preempted by federal law.


 


21.         Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.


 


22.         Notification
upon Sale of Shares. Each employee agrees, by entering the Plan, to promptly give the Company notice of any disposition of
shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to
which such shares were purchased.


 




    	 



    	 



    

 


23.         Grants
to Employees in Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Options to
employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard
to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of
the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees
of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of this
Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard
to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of
the Code)) may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to a citizen or resident
of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign
jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more
appendices to this Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from
participation or granted less favorable Options.


 


24.         Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated
Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.


 


25.         Withholding.
If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating
the tax liability, make provision satisfactory to the Board for payment of any taxes required by law to be withheld in connection
with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to
the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.


 


26.         Effective
Date and Approval of Shareholders. The Plan shall take effect immediately following the closing of the initial public offering
of the Common Stock, subject to approval by the shareholders of the Company as required by Section 423 of the Code, which
approval must occur within twelve months of the adoption of the Plan by the Board.