EX-4.3




 Exhibit 4.3 

CHANGE OF CONTROL PLAN 
 The executive and
employee change of control plan (the “Plan”) has been adopted by our board of directors on September 4, 2014 and was subsequently amended on December 11, 2014. 

The Plan is effective as from September 4, 2014 with respect to the concerned executives and will be effective towards the concerned employees upon the
execution by each concerned employee of an amendment to his or her employment agreement to this effect. 
 Subsequently, on each of March 4, 2020 and
November 5, 2020, the coverage of the Plan was extended for the benefit of any members of the executive committee of Cellectis not already covered by the Plan as of such respective date. 

A free translation of the relevant excerpt of the minutes of our board of directors’ meeting held on December 11, 2014 is presented on the following
page. 
  
  

CELLECTIS 
 A French
société anonyme with a share capital of EUR 1,470,986.05 
 Registered office: 8, rue de la Croix Jarry – 75013
Paris - France 
 428 859 052 R.C.S. Paris 

Translated excerpt of the minutes of the board of directors 

held on December 11, 2014 

During its meeting held on December 11, 2014, the board of directors of Cellectis (the “Company”) has made the following decision: 

Modifications of the circumstances in which a severance package should be paid by the Company to managers upon a change of control 

The chairman reports that his attention has been drawn to the need to clarify the circumstances in which the severance package approved by the board of
directors held on September 4, 2014 should be paid to the managers of the group upon a change of control. 
 The chairman reminds the directors the
list of the relevant managers together with their respective compensation levels: 
  

																	
	First name	  	Last name	  	Position	  	 Annual

compensation

(gross)
	 	  	 Bonus (% of

annual

compensation)
	 	 	Comments	 
	 André
	  	Choulika	  	Chairman of the board
of directors and CEO	  	 	240,000	 	  	 	80	% 	 			
	 Mathieu
	  	Simon	  	EVP	  	 	245,000	 	  	 	40	% 	 	 	contractual	 
	 David
	  	Sourdive	  	EVP	  	 	180,000	 	  	 	40	% 	 			
	 Philippe
	  	Duchateau	  	CSO	  	 	120,000	 	  	 	40	% 	 			
	 Marie-Bleuenn
	  	Terrier	  	GC	  	 	85,000	 	  	 	14	% 	 	 	(non contractual 2013 bonus)	 
	 Philippe
	  	Valachs	  	CS	  	 	144,000	 	  	 	40	% 	 			
	 Thierry
	  	Moulin	  	CFO	  	 	140,000	 	  	 	40	% 	 			
	 Delphine
	  	Jay	  	HR	  	 	110,000	 	  	 	12	% 	 	 	(non contractual 2013 bonus 2013)	 
	 Julia
	  	Berretta	  	BusDev	  	 	70,000	 	  	 	12	% 	 	 	(non contractual 2013 bonus)	 
	 Laurent
	  	Poirot	  	Innovation Manager	  	 	70,000	 	  	 	17	% 	 	 	(non contractual 2013 bonus)	 
	 Julianne
	  	Smith	  	VP CART Platform	  	 	80,000	 	  	 	21	% 	 	 	(non contractual 2013 bonus)	 












 The chairman also reminds the directors that the board of directors has, during its meeting held on
September 4, 2014, set this severance package at an amount equal to 24 months of gross fixed salary (or for executives, 24 months of compensation) increased by an amount equal to the maximum target bonus to which the employees or executives
concerned may be entitled for the year of their departure, or, in the absence of such a target bonus, 1.5 times the last annual bonus paid to them by the Company during the 12 months prior to their departure. 

Notwithstanding the above, the board of directors, upon recommendation of the compensation committee, decides that the severance package to be paid to
André Choulika, chief executive officer of Cellectis SA, shall amount to two years of compensation and two years of maximal target bonus to take into account the fact that André Choulika is not entitled to any legal or conventional
severance payments in the absence of an employment agreement having been entered into between himself and the Company. 
 This amount would be in addition
to any legal and conventional severance payments owed by the Company to the employees or executives concerned. 
 The Chairman suggests: 

 

	 	•	 	 to extend the definition of a « change of control » triggering the payment of such a severance
package from the crossing of the threshold of 50% of the share capital or voting rights only to all circumstances qualifying as a change of control within the meaning of article L. 233-3 of the French
Commercial code; and 


  

	 	•	 	 with respect to managers having entered into an employment agreement with the Company, to clarify that their
departure as a result of a significant reduction of their responsabilities would trigger the payment of the abovementioned severance package only to the extent that such departure occurs within the 12-month
period following a change of control; and 


  

	 	•	 	 to extend from 12 to 36 months following a change of control the period during which the concerned managers would
benefit from this severance package. 


 This amount would thus be paid by the Company should any of the following events occur, it being
provided that such triggering events replace and supersede the triggering events approved by the board of directors during its meeting held on September 4, 2014: 
  

	 	•	 	 with respect to all managers, whether they are executives of the Company or have entered into an employment
agreement with the Company: should the employees or executives concerned not be renewed or be dismissed other than for gross misconduct (faute lourde) within the meaning of French labor law within the
36-month period following a change of control of the Company within the meaning of article L. 233-3 of the French Commercial code. 














	 	•	 	 with respect to executives only: should they resign within the abovementioned 36-month period as a result of a significant reduction of their duties or compensation. 


 The president
indicates that the granting to David Sourdives, deputy chief executive officer, and to himself of the severance package qualifies as a related party agreement which is therefore subject to the prior approval of the board of directors. 

The board of directors, after discussions, unanimously: 
  

	 	•	 	 approves to put into place the abovementioned amendments relating to the circumstances in which a
severance package shall be paid to managers of the Company upon a change of control, it being specified that André Choulika et David Sourdives, did not participate to the vote, 



* * * 
 Translated
excerpt of the minutes of the board of directors 
 held on March 4, 2020 

During its meeting held on March 4, 2020, the board of directors of the Company has made the following decision: 

“The chairman reminds the directors that the board of directors has, during its meeting held on September 4, 2014, approved the implementation of a
severance package to the benefit of certain managers upon a change of control of the Company. In order to ensure the retention of the members of the executive committee, the chairman, upon recommendation of the compensation committee, proposes to
the board that the benefit of this severance package be extended to the members of the current executive committee who do not benefit from it. 
 The board
of directors, after discussions, unanimously: 
  

	 	•	 	 considering that providing comfort to the group’s main executives as to their situation in the event of a
change of control of the Company, and thereby ensuring their continued presence within the group, is fully in line with the Company’s interests, approves the implementation of a severance package, upon a change of control of the Company, for
the benefit of members of the company’s executive committee who do not already enjoy one, which shall not be more favorable than the package approved in 2014” 



* * * 
 Translated
excerpt of the minutes of the board of directors 
 held on November 5, 2020 

During its meeting held on November 5, 2020, the board of directors of the Company has made the following decision: 

“The chairman reminds the directors that the board of directors has, during its meeting held on March 4, 2020, approved the implementation of a
severance package to the benefit of members of the company’s executive committee who do not already enjoy one. The chairman, proposes to the board that this severance package benefits to new employees having joined the current executive
committee since March 4, 2020. 
 The board of directors, after discussions, unanimously: 

 

	 	•	 	 considering that providing comfort to the group’s main executives as to their situation in the event of a
change of control of the Company, and thereby ensuring their continued presence within the group, is fully in line with the Company’s interests, approves the implementation of a severance package, upon a change of control of the Company, for
the benefit of members of the company’s executive committee who do not already enjoy one, which shall not be more favorable than the package approved in 2014” 



* * 
 *