COMPENSATION AND BENEFITS 15 BSA are subscribed by directors at a price of 8% of the exercise price,• share warrants, otherwise known as bons de souscription therefore, representing an investment risk and aligning directors d’actions, or BSA, typical ly granted only to non-employee and shareholders interest. The exercise price of share warrants is directors not eligible for share warrants for founders; determined as the weighted average of the share price of the last 20 • stock options, otherwise known as options de souscription ou trading sessions preceding the attribution date. Amounts reported d’achat d’actions, or SO, granted to our officers and employees; as Other Compensation in the above table represent the net fair and value of granted share warrants (BSA), including the payment of the • free shares, otherwise known as attributions gratuites d’actions , subscription price, as determined by an independent expert using a or AGA, granted to our officers and employees. Black-Scholes model. See section 9.2.5, “Critical accounting policies and estimates” of this Registration Document for more information The Board of Directors’ authority to grant these equity incentive on the valuation method. instruments and the aggregate amount authorized to be granted must be approved by a two-thirds majority of the votes held by Our other directors receive no compensation for their service as our shareholders present, represented or voting by authorized directors but are reimbursed for reasonable expenses incurred in means at the relevant extraordinary shareholders’ meeting. connection with attending board and committee meetings. Once approved by the shareholders, the Board of Directors can Except as described in the Section 19.2 “Transactions with Key continue to grant equity awards for 18 months for share warrants Management Persons” of this Registration Document with for founders and share warrants and for 38 months for stock respect to Mr. Gilly, there are no arrangements or understandings options and free shares authorized by the shareholders. As a between us and any of our directors providing for benefits upon result, we typically request that our shareholders authorize new termination of their service as our directors. pools of equity incentive instruments at every annual general shareholders’ meeting. In general, share warrants for founders and share warrants no 15.3 longer continue to vest following termination of the employment, SHARE WARRANTS, SHARE WARRANTS FOR office or service of the holder and al l vested shares must be FOUNDERS, STOCK OPTIONS AND FREE SHARES exercised within post-termination exercise periods set forth in GRANTED TO SENIOR EXECUTIVES AND the grant documents. In the event of certain changes in our share DIRECTORS capital structure, such as a consolidation or share split or dividend, French law and applicable grant documentation provides for 15.3.1 PRINCIPLES GOVERNING THE GRANTING appropriate adjustments of the numbers of shares issuable and/ OF SHARE WARRANTS, SHARE WARRANTS FOR or the exercise price of the outstanding warrants or share options. FOUNDERS, STOCK OPTIONS AND FREE SHARES As of December 31, 2017, BCE warrants and BSA warrants We believe that our ability to grant incentive awards is a valuable held by our directors could be exercised for the purchase of an and necessary compensation tool that allows us to attract and aggregate of 364,000 ordinary shares at a weighted average retain the best available personnel for positions of substantial exercise price of €4.245 per share. In addition, BCE warrants and responsibility, provides additional incentives to employees and BSA warrants could be exercised for the purchase of an aggregate promotes the success of our business. Due to French corporate of 1,101,823 ordinary shares at a weighted average exercise law and tax considerations, historically, we have granted several price of €2.813 per share. As of December 31, 2017, 325,000 different equity incentive instruments to our directors, executive AGA 2016 granted to our directors are outstanding and could be officers, employees and other service providers. These are: acquired subject to performance criteria. • share warrants for founders, otherwise known as bons de souscription de parts de créateurs d’entreprise, or BCE, granted to our officers and employees; GENSIGHT BIOLOGICS – 2017 Registration Document– 159