RELATED PARTY TRANSACTIONS 19 subject to the satisfaction of certain performance criteria, the his duties, a monthly payment of 40% of his total net monthly Company may pay Mr. Gilly a termination payment equal to the last compensation excluding any bonuses in consideration of his 12 months of his fixed and variable compensation, except in the undertaking not to engage in certain competitive activities for a event of (1) dismissal by us for gross negligence or (2) resignation, period of one year from the termination of his duties. other than resignation for health or family reasons. The Board of Pursuant to the Sapin 2 law, the terms of Mr. Gilly’s employment Directors resolved that such termination payment shall not be arrangement were approved by the April 12, 2018 mixed general paid in the case of a change in the duties performed by Mr. Gilly shareholders’ meeting. or in the event that he decides on his own initiative to leave the Company to perform new duties. Pursuant to the Sapin 2 law, Employment Agreements with Key Management Persons the terms of Bernard Gil ly’s employment arrangement were We have entered into employment agreements with Thomas approved by the April 12, 2018 shareholders’ meeting. Gidoin and Barrett Katz. These agreements have standard terms On March 9, 2017, our Board of Directors resolved that we may relating to base salary, bonuses, equity grants, termination and pay to Mr. Gilly for a period of one year from the termination of restrictions on competitive activities. 19.3 STATUTORY AUDITOR’S REPORT ON REGULATED AGREEMENTS AND COMMITMENTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017 This is a translation into English of the Statutory Auditors’ report on regulated agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should be read in conjunction, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report to you on the regulated agreements and commitments. The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements and commitments brought to our attention or which we may have discovered during the course of our audit, as well as the reasons justifying that such commitments and agreements are in the company’s interest, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R.225-31 of the French Commercial Code (Code de Commerce), to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. Our role is also to communicate the information provided for in Article R.225-31 of the French Commercial Code in respect of the performance of agreements and commitments already approved by General Shareholders’ Meetings. We conducted our procedures in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These guidelines require that we verify the consistency of the information provided to us with the relevant source documents. 1- AGREEMENTS AND COMMITMENTS SUBMITTED TO THE GENERAL SHAREHOLDERS’ MEETINGS In accordance with Article L.225-38 of the French Commercial Code, we inform you that we have not been advised of any agreement or commitment which has been submitted for approval to the General Shareholders’ Meeting. 2- AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL SHAREHOLDERS’ MEETING Agreements and commitments approved during previous fiscal years and having continuing effect during the year Pursuant to Article R.225-30 of the French Commercial Code, we have been informed of the following agreements and commitments, previously approved by the General Shareholders’ Meeting in prior years and having continuing effect during the year. 2-1 Type and purpose: granting of a severance payment Person concerned:Mr. Bernard GILLY, Chief Executive Officer of GENSIGHT BIOLOGICS GENSIGHT BIOLOGICS – 2017 Registration Document– 183