COMPENSATION AND BENEFITS 15 15.7 BENEFITS OF SENIOR EXECUTIVES Table 11 (AMF definition) Employment Supplemental Benefits or Benefits relating Agreement Pension Plan advantages due or to a non-compete likely to be due as a clause result of termination or change of office Yes No Yes No Yes No Yes No Bernard Gilly X X X(1) X(2) Chief Executive Officer Beginning of term: 2012 End of term: 2018 Michal Wyzga X X X X Chairman of the Board of Directors Beginning of term: 2016 End of term: 2019 (1) On February 14, 2013, our Board of Directors resolved that the Company may pay Mr. Gilly a termination payment equal to the last 12 months of his fixed and variable compensation and not capped except in the event of (1) dismissal by us for gross negligence or (2) resignation, other than resignation for health or family reasons. On March 9, 2017, our Board of Directors resolved to replace this termination payment by a termination payment satisfying the requirements under Article L.225- 42-1 of the French Commercial Code. Consequently, subject to the satisfaction of certain performance criteria, the Company may pay Mr. Gilly a termination payment equal to the last 12 months of his fixed and variable compensation, except in the event of (1) dismissal by us for gross negligence or (2) resignation, other than resignation for health or family reasons. The Board resolved that such termination payment shall not be paid in the case of a change in the duties performed by Mr. Gilly or in the event that he decides on his own initiative to leave the Companyto perform new duties. (2) On March 9, 2017, our Board of Directors resolved that the Company may pay Mr. Bernard Gilly for a period of one year from the termination of his duties with the Company, a monthly payment of 40% of his total net monthly compensation excluding any bonuses in consideration of his undertaking not to engage in certain competitive activities for a period of one year from the termination of his duties. Pursuant to the Sapin 2 Law, the principle of the benefits of the senior executives during 2017 and the compensation policy for our senior executives for 2018 will be subject to a report that will be submitted to the shareholders’ meeting called to approve the consolidated financial statements for the fiscal year ended December 31, 2017. 15.8 15.9 COMPLIANCE OF TOTAL EXECUTIVE AMOUNT OF PROVISIONS MADE OR RECORDED DIRECTOR COMPENSATION WITH THE BY THE COMPANY FOR THE PAYMENT OF RECOMMENDATIONS OF MIDDLENEXT CODE PENSIONS, RETIREMENT PLANS OR OTHER Since the listing of our shares on Euronext Paris, we comply with BENEFITS the MiddleNext Code, as amended on September 2016 (See We have not provisioned any amounts for payments of pensions, Section 16.4, “Statement relating to Corporate governance” of retirements or other similar benefits to our directors. this Registration Document for more information). The MiddleNext Code may be consulted on the Internet. We keep copies of such code available to the members of our governing bodies at all times. 164– GENSIGHT BIOLOGICS – 2017 Registration Document