Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 28, 2023

ALIMERA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-34703		20-0028718
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (678) 990-5740

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		ALIM		The NASDAQ Stock Market LLC (Nasdaq Global Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Separation Agreement with Russell Skibsted

On December 28, 2023, Alimera Sciences, Inc., a Delaware corporation (the “Company”), determined that Russell Skibsted’s last day of employment as the Chief Financial Officer of the Company was December 31, 2023. On January 3, 2024, the Company entered into a separation and release agreement with Mr. Skibsted that provides for severance benefits in exchange for a release of claims in favor of the Company, consistent with the terms of a termination without cause under Mr. Skibsted’s employment agreement dated January 9, 2023 (the “Separation Agreement”). The Board of Directors of the Company approved the terms of the Separation Agreement on December 28, 2023. Mr. Skibsted’s termination is not due to any disagreement with the Company’s management team or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company or any issues regarding the Company’s accounting policies or practices.

The description of the Separation Agreement is qualified by reference to the full text of the Separation Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Employment Agreement with Elliot Maltz

On January 2, 2024 (the “Effective Date”), the Company entered into an Employment Agreement with Elliot Maltz (the “Employment Agreement”), pursuant to which Mr. Maltz will serve as the Company’s Chief Financial Officer. A copy of the press release announcing Mr. Maltz’s appointment, and the associated departure of Mr. Skibsted, is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

The Employment Agreement provides that Mr. Maltz will be entitled to receive an annual base salary of $350,000. In addition, beginning on the Effective Date, Mr. Maltz is eligible to participate in the Company’s Management Cash Incentive Program. His initial target annual bonus amount will be up to 40% of his annual base salary and may not be reduced to an amount below 40% of his then-current base salary.

On the Effective Date, pursuant to the Employment Agreement, Mr. Maltz was granted a one-time inducement nonstatutory stock option entitling him to purchase up to 75,000 shares of Common Stock (the “Sign-On Option”) pursuant to the terms and conditions of a standalone stock option agreement outside of the Company’s 2023 Equity Incentive Plan and attached hereto as Exhibit 10.3. The exercise price per share subject to the Sign-On Option was $4.32, the closing price per share of the Common Stock on December 29, 2023 (the closing price on the business day immediately preceding the grant date). This nonstatutory stock option was agreed to and granted as an inducement material to Mr. Maltz entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

Subject to the approval of the Compensation Committee, Mr. Maltz will receive two additional inducement grants:

A grant of 75,000 restricted stock units (the “RSUs”). The RSUs are subject to the following vesting schedule: 25% of the grant will become vested and exercisable on the first anniversary of the Effective Date, and the remaining portion of the grant will become vested and exercisable, as applicable, in equal monthly installments over the following thirty-six (36) months, subject to Mr. Maltz’s continuous employment with the Company on each such vesting date.

A grant of 75,000 performance stock units (the “PSUs”), the vesting of which will be conditioned on the satisfaction of certain performance metrics as further described in the Employment Agreement.

Pursuant to the Employment Agreement, Mr. Maltz will also receive all other benefits generally available to the Company’s executive officers.

Mr. Maltz’s employment with us is “at will.” The Employment Agreement provides certain severance benefits, including cash severance and vesting acceleration upon the occurrence of certain defined events, as described below, in each case, subject to Mr. Maltz’s execution and non-revocation of a release of claims.

If the Company terminates Mr. Maltz’s employment without “cause” or if Mr. Maltz resigns for “good reason” (each as defined in the Employment Agreement), then Mr. Maltz will be eligible to receive the following severance payments: (i) (A) if termination occurs prior to Mr. Maltz’s completion of 6 months of continuous employment with the Company, a cash severance payment equal to Mr. Maltz’s earned but unpaid annual base salary, if any, (B) if termination occurs between 6 and 12 months’ completion of continuous employment with the Company, a cash severance payment equal to the sum of Mr. Maltz’s (1) earned but unpaid annual base salary, if any, and (2) 50% of Mr. Maltz’s then-current annual base salary, payable in 6 equal monthly installments, (C) if termination occurs between 12 and 24 months’ completion of continuous employment with the Company, a cash severance payment equal to the sum of Mr. Maltz’s (1) earned but unpaid salary, if any, and (2) 75% of Mr. Maltz’s then-current annual base salary payable in 9 equal monthly installments, and (D) if termination occurs at any time after Mr. Maltz’s completion of 24 months of continuous employment with the Company, a cash severance payment equal to the sum of Mr. Maltz’s (1) earned but unpaid salary, if any, and (2) 100% of Mr. Maltz’s then-current annual base salary, payable in 12 equal monthly installments; (ii) earned bonus for the fiscal year of termination, payable no later than 2½ months after the close of the fiscal year of termination; (iii) COBRA continuation coverage premium payments (or, if not permitted under applicable law, reimbursements thereof) for the corresponding 6-, 9- or 12-month periods following the termination, as applicable, or, if earlier, until Mr. Maltz is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; and (iv) 12 months of additional vesting for any time-based vesting equity grants that are outstanding and unvested as of the termination date.

If the Company terminates Mr. Maltz’s employment without cause or if Mr. Maltz resigns for good reason, in each case, at any time within three months before and 12 months after a change in control of the Company, then Mr. Maltz will be eligible to receive the following severance payments and benefits: (i) a cash severance payment equal to 100% of the sum of Mr. Maltz’s (A) annual base salary and (B) target annual bonus for the fiscal year of termination, payable in 12 equal monthly installments, (ii) annual bonus for the fiscal year of termination, payable no later than 2½ months after the close of the fiscal year of termination, (iii) 18 months of COBRA continuation coverage premium payments (or, if not permitted under applicable law, reimbursements thereof), (iv) 100% vesting acceleration of any time-based vesting equity grants that are outstanding and unvested as of the termination date, and (v) 100% vesting acceleration of any of Mr. Maltz’s PSUs that are outstanding and unvested for the measurement year in which the change in control occurs if the trajectory of the revenue for the year is on pace to exceed the revenue target in the year of the change in control as of the date of the change in control (as further described in the Employment Agreement).

If Mr. Maltz’s employment is terminated due to a disability or in the event of his death, Mr. Maltz (or his estate, as applicable) will be eligible to receive the following payments and benefits: (i) base salary through the end of the month of termination or death (as applicable), (ii) bonus for the fiscal year of termination, payable no later than 2½ months after the close of the fiscal year of termination or death (as applicable), (iii) 12 months of COBRA continuation coverage premium payments (or, if not permitted under applicable law, reimbursements thereof), and (iv) 100% vesting acceleration of equity grants that are outstanding and unvested as of the termination date or date of death (as applicable).

The description of the Employment Agreement is qualified by reference to the full text of the Employment Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Separation Agreement and General Release, dated January 2, 2024, by and between Alimera Sciences, Inc. and Russell Skibsted
10.2		Employment Agreement, dated as of January 2, 2024, by and between Alimera Sciences, Inc. and Elliot Maltz
10.3		Inducement Stock Option Agreement, dated as of January 2, 2024, by and between Alimera Sciences, Inc. and Elliot Maltz (Non-Plan Inducement Award)
99.1		Press Release, dated as of January 2, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALIMERA SCIENCES, INC.

Date: January 4, 2024	By:	/s/ Richard S. Eiswirth, Jr.
	Name:	Richard S. Eiswirth, Jr.
	Title:	President and Chief Executive Officer

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into by and between Russell L. Skibsted (“Executive”), for himself and his heirs, executors, administrators, successors, and assigns, and Alimera Sciences, Inc. (“Company”) (Executive and Company each a “Party,” and together, the “Parties”).

In consideration of the promises and mutual covenants in this Agreement, the Parties agree:

1.            Termination; Last Day of Employment. Executive’s last day of employment with Company will be December 31, 2023 (“Separation Date”) as the result of a termination without Cause, as defined in Executive’s Employment Agreement with Company effective as of January 9, 2023 (the “Employment Agreement”). Executive agrees that Executive has been paid all wages and accrued benefits due through the Separation Date and further agrees that Company shall have no further obligation to Executive for wages, back pay, severance pay, bonuses, incentive pay, accrued vacation, benefits, insurance, sick leave, other leave, or any other reason, except as specifically set for in this Agreement. Any employee benefits to which Executive may be entitled will be governed by the terms of the relevant plan and applicable law.

2.            Consideration. Consistent with Section 5(b) of the Employment Agreement, in consideration for Executive signing and not revoking this Agreement and complying with its terms, Company agrees to provide Executive with the following:

(a) an amount equal to 100% of Executive’s base salary in effect as of the Separation Date, less applicable withholdings and deductions, payable in twelve equal monthly installments, Salary continuation payments shall commence within 60 days after the Separation Date and, once commenced, will include any unpaid amounts accrued from the Separation Date.

(b) any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), for the one-year period following the Separation Date or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing Company to incur additional expense as a result of noncompliance with applicable law (including Section 2716 of the Public Health Service Act), Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the Separation Date (which amount shall be based on the premium for the first month of COBRA coverage), which payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which the Separation Date occurs and (B) the effective date of the Company’s determination of violation of applicable law, and (iii) shall end on the earliest of (x) the effective date on which Executive becomes covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period one year after the Separation Date. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.

(c) no later than 75 days after the end of the 2023 fiscal year, a single lump-sum amount equal to Executive’s Earned Bonus (as defined in the Employment Agreement) for such fiscal year, less applicable withholdings and deductions.

To be eligible for the payments and benefits described in subsections (a)-(c), Executive must have timely returned to Company a fully executed original of this Agreement and not revoked the Agreement. The payments and benefits provided pursuant to this Section 2 shall not be taken into account as current compensation under any retirement plan, benefit, program, or arrangement sponsored or maintained by Company. Any equity award previously granted to Executive shall be governed by the terms of the equity incentive plan under which the grant was made. Executive understands, acknowledges, and agrees that the consideration set forth in this Section 2 fully satisfies Company’s obligations to Executive under the Employment Agreement or otherwise upon separation from employment. Executive further acknowledges that Executive is not entitled to any additional payment or consideration not specifically referenced in this Agreement.

3.            No Consideration Absent Execution of this Agreement. Executive understands and agrees that Executive is not entitled to and would not receive the monies and/or benefits specified in Section 2, above, except for Executive’s execution of this Agreement and the fulfillment of the promises contained herein.

4.            General Release of Claims. Executive knowingly and voluntarily releases and forever discharges Company, its parent corporations, affiliates, subsidiaries, divisions, predecessors, insurers, successors, and assigns, and its and their respective current and former employees, attorneys, officers, directors, owners, and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and any and all administrators and fiduciaries thereof (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which Executive has or may have against any or all of the Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following:

Title VII of the Civil Rights Act of 1964;

Sections 1981 through 1988 of Title 42 of the United States Code;

The Employee Retirement Income Security Act of 1974 (“ERISA”) (as modified below);

The Immigration Reform and Control Act;

The Americans with Disabilities Act of 1990;

The Age Discrimination in Employment Act of 1967 (“ADEA”);

The Workers Adjustment and Retraining Notification Act;

The Fair Credit Reporting Act;

The Family and Medical Leave Act;

The Equal Pay Act;

The Genetic Nondiscrimination Act of 2008;

The Georgia AIDS Confidentiality Act, O.C.G.A. § 24-9-47;

The Georgia Equal Pay Act, O.C.G.A. § 34-5-1 et seq.;

The Georgia Age Discrimination in Employment Act, O.C.G.A. § 34-1-2;

The Georgia Equal Employment for Persons with Disabilities Code, O.C.G.A. § 34-6A-1 et seq.;

The Georgia Wage Payment and Work Hour Laws;

The Massachusetts Wage Act;

The Massachusetts Fair Employment Practices Act;

Any other federal, state, or local law, rule, regulation, or ordinance;

Any public policy, contract, tort, or common law; or

Any basis for recovering costs, fees, or other expenses including attorneys’ fees incurred in these matters.

The Parties intend that this Agreement shall discharge all claims against Releasees to the maximum extent permitted by law. However, Executive is not waiving any rights Executive may have to (a) Executive’s own vested accrued employee benefits under Company’s health, welfare, or retirement benefit plans as of the Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement. Executive also is not waiving any rights to vested stock options which he may elect to exercise within ninety (90) days of the Separation Date.

Nothing in this Agreement prohibits or prevents Executive from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency. However, to the maximum extent permitted by law, Executive agrees that if such an administrative claim is made, Executive shall not be entitled to recover any individual monetary relief or other individual remedies. Furthermore, nothing in this Agreement in any way prohibits or in any way limits Executive from reporting possible violations of federal law or regulation to, or otherwise communicating with, or participating in any investigation brought by any governmental agency or entity, including, but not limited to the Department of Justice, the SEC, Congress, and any agency Inspector General (collectively, the “Government Agencies”), or from making disclosures that are protected under the whistleblower provisions of federal law or regulation. This Agreement moreover does not preclude Executive from receiving any award for information provided to any Government Agencies, understanding that Executive otherwise is releasing Executive’s right to recovery for claims arising out of Executive’s employment as provided hereunder.

If any claim is not subject to release, to the extent permitted by law, Executive waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective, or multi-party action or proceeding based on such a claim in which Company or any other Releasee identified in this Agreement is a party.

5.            Acknowledgments and Affirmations. Executive affirms as follows:

Executive has returned to Company all tangible and intangible Company property in Executive’s possession, including without limitation all equipment, files and documents (physical and electronic), and confidential information in Executive’s possession, custody, or control. Company shall be entitled to deduct from any amounts owed Executive the fair market value of any Company property in Executive’s possession or provided to Executive by the Company that has not been returned to Company prior to the Separation Date. Executive affirms having possession of all of Executive’s property that Executive had at Company’s premises and that Company is not in possession of any of Executive’s property.

Executive has not filed or caused to be filed any claim against Releasees, is not presently a party to any claim against Releasees, and is not aware of any claim against Releasees the Executive has not reported or disclosed to Releasees. This Agreement is in no way intended to preclude Executive from otherwise reporting through appropriate Company channels any act or omission in violation of state or federal law.

Executive has reported all hours worked as of the date he signs this Agreement and has been paid and/or has received all compensation, wages, bonuses, commissions, and/or benefits which are due and payable as of the date Executive signs this Agreement.

Executive has been granted any leave to which Executive was entitled under the Family and Medical Leave Act or related state or local leave or disability accommodation laws and that Executive has no known workplace injuries or occupational diseases.

Executive will not do or say anything that would have the effect in any way of diminishing or sullying the goodwill and good reputation of Company or any of its directors, officers, employees, services, or products, including, but not be limited to, refraining from making negative statements about Company’s methods of doing business, the effectiveness of its business policies and practices, and the quality of any of its services, products, or personnel.

Executive has not been retaliated against for reporting any allegations of wrongdoing by Company or its officers, including any allegations of corporate fraud.

Executive does not have applications for employment currently pending with Releasees, and Executive shall not apply in the future for employment with Releasees because of, among other things, irreconcilable differences with Releasees.

All of Company’s decisions regarding Executive’s pay and benefits through the date of Executive’s execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin, or any other classification protected by law.

6.            Mutual Non-Disparagement and Neutral Reference. Executive agrees to refrain from any disparagement, defamation, libel, or slander of any of the Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Company agrees to refrain from making any statements, whether oral or written, or taking any action that may diminish or sully Executive’s reputation or otherwise cast Executive, his experience, expertise, or professional services in a negative light. Executive understands that Company’s obligations under this section extend only to Company’s current executive officers and members of its Board of Directors and only for so long as each officer or member is an employee or director of Company. Executive shall direct any inquiries by potential future employers to the Company’s human resources department, which shall use best efforts to disclose only his dates of employment and last position held.

7.            Covenant Not to Sue. Executive covenants not to file a lawsuit or otherwise pursue any of the claims released by this Agreement. This Covenant Not to Sue includes, but is not limited to, claims arising under federal, state or local laws prohibiting employment discrimination, claims arising under severance plans and contracts, tort claims and claims growing out of any legal restrictions on Company’s rights to terminate its employees or to take any other employment action, whether statutory, contractual or arising under common law or case law, provided that, Executive is not prohibited from filing an administrative charge of discrimination with the U.S. Equal Employment Opportunity Commission (“EEOC”). Under no circumstances, however, may Employee seek or receive any monetary or injunctive relief, directly or indirectly, from Company after the Separation Date of this Agreement for anything alleged to have occurred before the Separation Date of this Agreement.

8.            Trade Secrets. Executive agrees that Executive shall hold in a fiduciary capacity in perpetuity for the sole benefit of Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive was authorized to have access to such information) during the term of Executive’s employment with Company or any of its affiliates for so long as such information remains a Trade Secret. “Trade Secret” as used herein means information, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by Company or any of its affiliates to maintain its secrecy. This Section 8 is intended to provide rights to Company and its affiliates which are in addition to, not in lieu of, those rights Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

9.            Confidential Information. For the three-year period following the Separation Date, Executive shall hold in a fiduciary capacity for the sole benefit of Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive was authorized to have access to such information) during the term of and in the course of or as a result of Executive’s employment by Company or its affiliates unless and except to the extent that such disclosure is required by any subpoena or other legal process (in which event Executive will give Company prompt notice of such subpoena or other legal process in order to permit Company to seek appropriate protective orders). “Confidential Information” as used herein means any secret, confidential or proprietary information possessed by Company or any of its affiliates, including Trade Secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product flaws or development techniques, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret) that has not become generally available to the public, and the terms and conditions of this Agreement.

10.            Non-solicitation of Customers and Employees.

a.            For the twelve-month period following the Separation Date, Executive shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business (defined below) from customers or suppliers of Company or any of its affiliates with whom Executive had or made material business contact with in the course of Executive’s employment by Company within the 24-month period immediately preceding the Separation Date.

b.            For the twelve-month period following the Separation Date, Executive shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with Company or any of its affiliates, as the case may be, during the twelve-month period immediately preceding the Separation Date, to terminate his or her employment with Company or any of its affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from independently contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit or initiate the contact.

11.            Non-competition Obligation. Without the prior written consent of Company, Executive, for the twelve-month period following the Separation Date, will not accept employment as a principal financial or accounting officer or chief financial officer or similar role within the geographical area in which Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity that develops, sells, or markets ophthalmic pharmaceuticals (“Competing Business”) for the purpose of competing with Company. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

12.            Rights and Remedies Upon Breach. Executive and Company acknowledge and agree that remedies at law for any breach of the covenants listed in Sections 8, 9, 10, and 11, above (“Restrictive Covenants”), will be inadequate, and that in the event Executive breaches, or threatens to breach, any of the Restrictive Covenants, Company shall have the right, without the necessity of proving actual damages or posting any bond, to enjoin, preliminarily and permanently, Executive from violating or threatening to violate any of the Restrictive Covenants and to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to Company and that money damages would not provide an adequate remedy to Company. The rights and remedies under this paragraph shall be in addition to, and not in lieu of, any other rights or remedies available to Company at law or in equity.

13.            Modification. Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in time and scope and all other respects and that the Parties agree that their intention is that the Restrictive Covenants be enforced according to their express terms. If any portion of the Restricted Covenants is found to be invalid or unenforceable because of its duration, geographic territory, scope of activities, or information covered is considered to be unreasonable in scope, the invalid or unenforceable terms shall be redefined, or a new enforceable term provided, such that the intent of the Parties shall be enforced to the fullest extent permitted.

14.            Limited Disclosure. Executive agrees not to disclose any information regarding the underlying facts leading up to or the existence or substance of this Agreement except to Executive’s spouse, Executive’s tax advisor, an attorney with whom Executive chooses to consult regarding the consideration of this Agreement and/or to any federal, state, or local government agency. In the event that Executive receives any request from any third-party seeking to compel information regarding the underlying facts leading up to or the existence or substance of this Agreement, Executive shall provide prompt written notice to Company, care of its General Counsel, and cooperate with any request by Company to limit the disclosure of such information; provided, however, that nothing herein shall limit Executive’s ability to communicate or cooperate with any investigation initiated by any Government Agencies.

15.            Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Georgia without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either Party may institute an action specifically to enforce any term or terms of this Agreement and/or seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

16.            Severability. Should any portion of this Agreement be declared or be determined to be illegal, invalid, or unenforceable, the validity of the remaining parts, terms or provisions shall not be affected thereby, and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a part of this Agreement.

17.            Section Headings. The section headings used in this agreement are included solely for convenience and shall not affect, or be used in connection with, the interpretation of this Agreement.

18.            Successors and Assigns; Binding Agreement. This Agreement shall inure to the benefit of and shall be binding upon the successor and assigns of the Parties, including the surviving or resulting entity in the event Company transfers all or substantially all or its assets. Iin the event of a merger, asset sale, or other business combination, the “surviving company” shall be entitled to invoke all of Company’s rights hereunder and shall remain liable for ally payments and performance due Executive. If Executive shall die while any amounts remain payable to Executive hereunder, all such amounts, unless otherwise provided herein, shall be promptly paid to such person or persons legally appointed by Executive to receive such amounts, or no such person is appointed, to Executive’s estate.

19.            No Admission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

20.            Amendment and Waiver. This Agreement may not be modified, altered, or changed except in writing and signed by all Parties wherein specific reference is made to this Agreement. No condition, term, or provision of this Agreement may be waived by any Party except in writing, signed by the waiving Party and expressly setting forth such Party’s intention to waive a condition, term, or provision of this Agreement.

21.            Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

22.            Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties with respect to the matters contained herein. For avoidance of doubt, this Agreement does not supersede Section 6(i) of the Employment Agreement. Executive acknowledges that Executive has not relied on any representations, promises, or agreements of any kind made to Executive in connection with Executive’s decision to accept this Agreement, except for those set forth in this Agreement.

EXECUTIVE IS ADVISED AND AFFIRMS that HE has been afforded twenty-one (21) days from the date HE was presented this Agreement within which to consider this Agreement and, if EXECUTIVE signed this Agreement before the end of the 21-day period, it was HIS voluntary decision to do so because HE decided HE did not need any additional time to decide whether to sign the Agreement. EXECUTIVE ALSO IS HEREBY ADVISED TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS AGREEMENT.

EXECUTIVE AGREES THAT THE WAIVER AND RELEASE IN THIS AGREEMENT DOES NOT APPLY TO ANY RIGHTS OR CLAIMS THAT MAY ARISE UNDER THE ADEA AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES THAT THE CONSIDERATION GIVEN FOR THIS WAIVER AND RELEASE IS IN ADDITION TO ANYTHING OF VALUE TO WHICH EMPLOYEE WAS ALREADY ENTITLED. NOTHING IN THIS AGREEMENT PREVENTS OR PRECLUDES EXECUTIVE FROM CHALLENGING OR SEEKING A DETERMINATION IN GOOD FAITH OF THE VALIDITY OF ADEA HEREIN, NOR DOES IT IMPOSE ANY CONDITION PRECEDENT, PENALTIES, OR COSTS FOR DOING SO, UNLESS SPECIFICALLY AUTHORIZED BY FEDERAL LAW.

EXECUTIVE MAY REVOKE ANY WAIVER OF CLAIMS EXECUTIVE HAS OR MAY HAVE UNDER THE ADEA FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY EXECUTIVE SIGNS THIS AGREEMENT. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO MS. LAURA CEGALA, HUMAN RESOURCES, ALIMERA SCIENCES, INC., AND STATE, “I HEREBY REVOKE MY RELEASE OF ANY CLAIMS UNDER THE ADEA AS PROVIDED IN OUR AGREEMENT.” THE REVOCATION MUST BE PERSONALLY DELIVERED TO MS. CEGALA OR HER DESIGNEE OR MAILED TO MS. CEGALA AT ALIMERA SCIENCES, INC., 6310 TOWN SQUARE, SUITE 400, ALPHARETTA, GEORGIA 30005, AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS AFTER EXCECUTIVE SIGNS THIS AGREEMENT.

EXECUTIVE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE, AND RELEASE ALL CLAIMS EXECUTIVE HAS OR MIGHT HAVE AGAINST RELEASEES.

The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:

		ALIMERA SCIENCES, INC.


By:	/s/ Russell Skibsted	By:	/s/ Laura Cegala
	Russell L. Skibsted		Laura Cegala, Vice President, HR

EXHIBIT 10.2

EMPLOYMENT AGREEMENT WITH
ALIMERA SCIENCES, INC.

This Employment Agreement (this “Agreement”) is entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Elliot Maltz (“Executive”), as of January 2, 2024.

RECITALS:

WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world; and

WHEREAS, the Company and Executive desire that Executive provide employment services to the Company upon the terms and conditions set forth below; and

WHEREAS, the Company desires now to retain Executive as its Chief Financial Officer and Treasurer, effective as of January 2, 2024 (the “Effective Date”), pursuant to the terms and conditions of this Agreement, and to implement a competitive compensation and benefit package for Executive commensurate with his role, as provided herein.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1 EFFECTIVE DATE

Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ Executive as Chief Financial Officer, and Executive agrees to such employment by the Company effective as of the Effective Date.

SECTION 2 DEFINITIONS

“2023 Plan” means the Alimera Sciences, Inc. 2023 Equity Incentive Plan, as amended and/or restated from time to time.

“Board” means the Board of Directors of the Company.

“Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Subject to the conditions set forth in Section 5(a), such Bonus will be determined and paid to Executive no later than 2¹/₂ months after the close of the fiscal year in which Executive’s employment terminates.

“Cause” means:

(1)            Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy or rule of the Company that is not cured within 30 days after written notice thereof is given to Executive by the Company;

(2)            Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to a felony or to a crime involving moral turpitude, deceit, dishonesty or fraud;

(3)            Executive’s material breach of the terms of this Agreement or any agreement between Executive and the Company or material violation of any of the Company’s written employment policies;

(0)            Executive’s failure to fulfill Executive’s duties and responsibilities under this Agreement, or such other duties and responsibilities as may be assigned or delegated to Executive, and such breach or failure, as the case may be, if capable of being cured, is not cured within 30 days after written notice thereof is given to Executive by the Company;

(4)            Executive’s engaging in any intentional act of dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust or acting intentionally against the financial or business interests of the Company, or Executive’s use or possession of illegal drugs in the workplace; or

(5)            Executive’s failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation.

For purposes of this definition of Cause, no act, or failure to act, will be deemed “willful” or “intentional” if done or omitted to be done by Executive in good faith with a reasonable belief that Executive’s act, or failure to act, was in the best interest of the Company.

“Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, own immediately after such merger, consolidation or other corporate reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualifies as a “change in control event” as described in Treas. Reg. § 1.409A-3(i)(5).

“Code” means the United States Internal Revenue Code of 1986, as currently and hereafter amended.

“Compensation Committee” means the compensation committee of the Board.

“Competing Business” means any business which develops, sells or markets ophthalmic pharmaceuticals.

“Disability” means a condition which renders Executive unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or is expected to last for a continuous period of not less than six consecutive months with or without reasonable accommodation. Executive shall not be considered disabled unless Executive furnishes proof in such form or manner, and at such times, as the Company may require.

“Equity” means (i) all Stock, including restricted stock; (ii) all options and other rights to purchase Stock; (iii) all restricted stock units, performance units or phantom shares whose value is measured by the value of Stock; (iv) all stock appreciation rights whose value is measured by increases in the value of Stock; and (v) any other award under an ISP.

“Good Reason” means:

for purposes of Section 4(e), that Executive resigns due to one of the following conditions: (i) a material diminution of Executive’s authority, duties or responsibilities with the Company; (ii) a geographic relocation of Executive’s primary business location to a location that is more than 35 miles from the present location of Executive’s primary business location; or (iii) any breach by the Company of this Agreement that is material and, in the case of each clause above, that is not cured within 30 days after written notice thereof to the Company from Executive.

for purposes of Section 5, that Executive resigns after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a) or target bonus opportunity set forth in Section 4(b); (ii) a material adverse change in Executive’s authority, responsibilities or duties with the Company; (iii) a requirement by the Company that Executive relocate Executive’s primary business location to a location that is more than 35 miles from the present location of Executive’s primary business location; (iv) any breach by the Company of this Agreement that is material and that is not cured, or is not capable of being cured, within 30 days after written notice thereof to the Company and the Board from Executive as provided in the following sentence. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition first comes into existence, the Company fails to remedy such condition within 30 days after receiving Executive’s written notice (the “Cure Period”) as provided in the foregoing sentence, and Executive terminates Executive’s employment within sixty (60) days after the end of the Cure Period. For the avoidance of doubt, if the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

“ISP” means the 2023 Plan and any new equity incentive plan adopted by the Company, in each case as amended from time to time.

“Restricted Period” means the 12-month period beginning on the date on which Executive’s employment with the Company is terminated pursuant to the terms of this Agreement.

“Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code.

“Stock” means shares of the Company’s common stock.

SECTION 3 TITLE, POWERS AND RESPONSIBILITIES

(a)            Title . Executive shall serve as Chief Financial Officer of the Company.

(b)            Powers and Responsibilities .

(1)            Executive, in fulfilling Executive’s responsibilities, shall have such powers as are normally and customarily associated with a Chief Financial Officer in a company of similar size and operating in a similar industry, including the power to hire and fire employees and executives of the Company reporting to Executive and such other powers as are authorized by the Board.

(2)            Executive, as a condition to Executive’s employment under this Agreement, represents and warrants that Executive will assume and fulfill the responsibilities described in Section 3(b)(1) without any risk of violating any non-compete or other restrictive covenant or other agreement to which Executive is a party.

(d)            Full-Time Basis . Executive (1) shall undertake to perform all Executive’s responsibilities and exercise all Executive’s powers in good faith and on a full-time basis, (2) shall not engage in any other employment, consulting or other business activity that would create a conflict of interest with the Company, (3) shall not assist any person or entity in competing with the Company or in preparing to compete with the Company, and (4) shall comply in all material respects with the Company’s policies and rules, as they may be in effect from time to time.

(e)            No Conflicting Obligations . Executive represents and warrants to the Company that Executive is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. Executive represents and warrants that Executive will not use or disclose, in connection with Executive’s employment with the Company, any trade secrets or other proprietary information or intellectual property in which Executive or any other person has any right, title or interest and that Executive’s employment with the Company will not infringe or violate the rights of any other person.

SECTION 4 COMPENSATION, BENEFITS, ETC.

(a)            Annual Base Salary . Executive’s base salary shall be $350,000 per year, which amount may be reviewed and adjusted from time to time at the discretion of the Board or the Compensation Committee. Executive’s annual base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as are required by law or as are otherwise permissible under such practices or policies.

(b)            Annual Bonus . Beginning on January 2, 2024, for each fiscal year, the Company shall pay an annual bonus to Executive no later than 2¹/₂ months after the close of such fiscal year, subject to the terms and conditions of the Company’s Management Cash Incentive Program (or any predecessor or successor cash incentive plan thereto), which may be reviewed from time to time at the discretion of the Board or the Compensation Committee. To earn an annual bonus for any particular fiscal year of employment, Executive must remain employed by the Company through the date the bonus is paid except as specifically set forth in Section 5. Executive’s initial target annual bonus amount shall be up to 40% of Executive’s annual base salary, as determined by the Board or the Compensation Committee. The determinations of the Board or the Compensation Committee with respect to such bonus shall be final and binding; provided, however, that Executive’s target annual bonus amount shall not be reduced to an amount below 40% of Executive’s then-current base salary.

(c)            Employee Benefit Plans . Executive shall be eligible to participate in the employee benefit plans, programs and policies maintained by the Company on terms no less favorable to Executive than the participation terms applicable to similarly situated executives of the Company, subject to the terms and conditions of such plans, programs and policies as in effect from time to time.

(d)            Equity Awards . Subject to the approval of the Compensation Committee, the Company will grant to Executive the following stock option, time-based restricted stock units, and performance-based restricted stock units, each as an inducement material to Executive’s entering into this Agreement, within the meaning of NASDAQ Marketplace Rule 5635(c)(4) and the related guidance under NASDAQ IM 5635-1, and not pursuant to the 2023 Plan:

(1)            Stock Option . Executive shall receive an option to purchase 75,000 shares of Stock (the “Option”). The exercise price of the Option shall be equal to the fair market value per share of Stock as of the date of grant of the Option. The Option will be subject to the terms and conditions set forth in the corresponding inducement stock option agreement (the “Stock Option Agreement”). As more fully described in the Stock Option Agreement, Executive will vest in 25% of the Option shares after twelve (12) months of continuous service with the Company, and the balance will vest in equal monthly installments over the next thirty-six (36) months of continuous service with the Company.

(2)            Restricted Stock Units . Executive shall receive an award of 75,000 restricted stock units representing a notional account equal to a corresponding number of shares of Stock (the “RSUs”). Such RSUs will be subject to the terms and conditions set forth the corresponding inducement restricted stock unit agreement (the “RSU Agreement”). As more fully described in the RSU Agreement, the RSUs will vest with respect to 25% of the RSUs after twelve (12) months of continuous service with the Company, and the balance will vest in equal annual installments over the next thirty-six (36) months of continuous service with the Company.

(3)            Performance Stock Units . Executive shall receive an award of 75,000 performance stock units representing a notional account equal to a corresponding number of shares of Stock (the “PSUs”). Such PSUs will be subject to the terms and conditions set forth in the corresponding inducement performance stock unit agreement (the “PSU Agreement”). As will be more fully described in the PSU Agreement, the vesting of the PSUs will be conditioned on the satisfaction of either of the following performance metrics, in each case subject to Executive’s continuous service with the Company:

(A)            Revenue Target. The PSUs will vest in three tranches, subject to the achievement of the following milestones, as determined by the Compensation Committee following the completion of the Company’s audited financial statements for the applicable measurement year. Each tranche will vest if the (i) Company’s audited revenue for the applicable measurement year equals or exceed that annual revenue target set forth below for the applicable year and (ii) the corporate Adjusted EBITDA (as defined in the PSU Agreement) exceeds 20% of revenue in such year (the “Revenue Target”):

Measurement Year (Number of Shares Subject to PSUs)	Annual Revenue Target
2024 (25,000)	$	115,000,000
2025 (25,000)	$	135,000,000
2026 (25,000)	$	155,000,000

If the Revenue Target is not satisfied for a measurement year, no PSUs will vest for that measurement year unless the PSUs for such year have previously vested as a result of satisfaction of the Stock Price Target milestones (discussed below) during or prior to such measurement year. For the avoidance of doubt, if the Revenue Target milestone is not met in one of the measurement years set forth above, the shares subject to the PSUs for such measurement year shall not be eligible to vest in a later year as a result of subsequent Revenue Target milestones being met.

(B)            Stock Price Target. Notwithstanding the Revenue Target, the PSUs will vest in three tranches of shares, subject to the achievement of the following milestones. For any measurement year, the applicable shares subject to the PSUs will vest if the per share closing price of the Stock equals or exceeds the price in the table below for any 20 trading days within any 30-trading day period during the applicable measurement year (adjustments to be made for stock splits, stock dividends, reorganizations, and recapitalizations) (the “Stock Price Target”):

Measurement Year (Number of Shares Subject to PSUs)	Closing Price of Share of Stock
2024 (25,000)	$	5.10
2025 (25,000)	$	6.80
2026 (25,000)	$	8.50

If neither the Revenue Target nor the Stock Price Target are satisfied for a measurement year, no PSU shares will vest for that measurement year; however, if the Stock Price Target for a future year is achieved in a prior year then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year (e.g., if in 2024 the Stock Price Target equals or exceeds $8.50 for the applicable period, then all 75,000 PSUs shall vest in 2024, and if in 2024 the Stock Price Target does not equal or exceed $5.10, but in 2025 the Stock Price Target equals or exceeds $8.50 for the applicable period, then 50,000 of the PSUs shall vest).

The determinations of the Board or the Compensation Committee with respect to the achievement of a Revenue Target or Stock Price Target shall be final and binding. The Board and the Compensation Committee have discretion to modify the Revenue Targets or performance results to reflect significant transactions (such as acquisitions, divestitures, or newly formed joint ventures) or other unusual items if such events occur following the Effective Date, provided however that any such modifications made with respect to the Revenue Targets or performance results related to the PSUs granted to Executive pursuant to this Section 4(d)(3) shall be consistent with modifications made to equity awards made to other similarly situated Company executives on equivalent terms.

(4)            Other Awards . Executive may receive additional Equity awards at the discretion of the Board, subject to the terms and conditions set forth in the applicable ISP and any corresponding notice, agreement or certificate under the ISP.

(e)            Acceleration of Vesting of Equity . The following terms shall apply to all of Executive’s Equity awards in Section 4(d), subject to Executive’s execution and non-revocation of the Release provided for in Section 5(a):

(1)            The vested percentage of Executive’s Equity awards subject to time-based vesting (“Time-Based Awards”) shall be determined by adding 12 months to the actual period of service that Executive has completed with the Company if Executive’s employment with the Company is terminated by the Company without Cause or Executive resigns for Good Reason. (i.e., Executive’s vesting shall be accelerated by an additional 12 months).

(2)            Executive shall vest in 100% of Executive’s remaining unvested Time-Based Awards if (i) a Change in Control occurs and (ii) within 3 months prior to a Change in Control, on a Change in Control, or within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive resigns for Good Reason.

(3)            Executive shall vest in 100% of Executive’s unvested PSUs for the measurement year in which a Change in Control occurs (i) if the pro-rated annual revenue and Adjusted EBITDA as of the date of the Change in Control, annualized, would exceed the Revenue Target for the year in which the Change in Control occurs (i.e., the trajectory of the revenue for the year is on pace to exceed the Revenue Target in the year of the Change in Control as of the date of the Change in Control), as determined by the Compensation Committee and (ii) if (A) a Change in Control occurs and (B) within 3 months prior to a Change in Control, on a Change in Control, or within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive resigns for Good Reason. For the avoidance of doubt, (x) PSUs that did not vest in a prior year because the applicable Revenue Target milestone was not satisfied or the Stock Price Target milestone was not satisfied shall not be subject to any acceleration of vesting and (y) PSUs that have not vested because the applicable measurement year has not yet begun as of the Change in Control shall not be subject to any acceleration of vesting under the Revenue Target milestone; provided, however, that, if the per-share closing price of the Stock equals or exceeds the Stock Price Target, disregarding the trading day requirement, for a future year upon the Change in Control, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year.

(4)            Executive shall vest in 100% of the remaining unvested Equity awards in the event of Disability where a Separation occurs or in the event of death.

(f)            Rights to Time Off Work . Executive shall be eligible for paid time off in accordance with the Company paid time-off policies, as in effect from time to time.

(g)            Expense Reimbursements . Executive shall have the right to expense reimbursements in accordance with the Company’s standard policy on expense reimbursements, as in effect from time to time. Any reimbursement shall (a) be for expenses reasonably and necessarily incurred in the performance of Executive’s duties, (b) be paid promptly but not later than the last day of the calendar year following the year in which the expense was incurred, (c) not be affected by any other expenses that are eligible for reimbursement in any calendar year, and (d) not be subject to liquidation or exchange for another benefit.

(h)            Indemnification . The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director, manager or employee of the Company or in any other capacity in which Executive serves at the request of the Board. If any claim is asserted hereunder against Executive, the Company shall pay Executive’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Executive shall reimburse the Company, in a timely manner, for such amounts if Executive shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Agreement and shall be supplemental to any other rights to indemnification from the Company to which Executive may be entitled.

(i)            Directors and Officers Liability Insurance . The Company shall maintain directors’ and officers’ liability insurance coverage covering Executive in amounts customary for similarly situated companies in the pharmaceutical industry and with insurers reasonably acceptable to Executive. All policies for such coverage shall provide for insurance on an “occurrence” basis, or if on a “claims-made” basis, with sufficient coverage for claims made after the date on which Executive’s employment with the Company terminates.

(j)            At-Will Employment. Executive’s employment with the Company shall be “at will,” meaning that either Executive or the Company shall be entitled to terminate Executive’s employment at any time and for any or no reason, with or without Cause or Good Reason subject to Sections 4(e) and 5 of this Agreement. Any contrary representations that may have been made to Executive shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between Executive and the Company on the “at will” nature of Executive’s employment, which may only be changed in an express written agreement signed by Executive and a duly authorized officer of the Company (other than Executive).

SECTION 5TERMINATION OF EMPLOYMENT

(a)            General. If the Board terminates Executive’s employment without Cause or Executive resigns for Good Reason, then Executive will be entitled to the benefits described in Section 4(e) and this Section 5. However, Executive will not be entitled to any of the benefits described in Section 4(e) or this Section 5 (with the exception of salary amounts that are earned but unpaid as of the date of termination) unless Executive (or, with respect to Section 5(f), the executor of Executive’s estate) has (i) returned all Company property in Executive’s possession and (ii) executed a separation agreement and general release of all claims that Executive may have against the Company or persons affiliated with the Company in a form prescribed by the Company (the “Release”), with applicable carve-outs for rights to indemnification, enforcement of the Release and to vested Equity awards. Executive must execute and return the Release on or before the date specified by the Company in the Release (the “Release Deadline”). The Release Deadline will in no event be later than fifty (50) days after Executive’s Separation. If Executive fails to return the executed Release on or before the Release Deadline, or if Executive revokes the Release within seven (7) days after return of the executed Release, then Executive will not be entitled to the benefits described in Section 4(e) or this Section 5.

(b)           Termination by Board without Cause or Resignation for Good Reason Not in Connection with Change in Control. If the Board terminates Executive’s employment without Cause or Executive resigns for Good Reason either more than three months prior to a Change in Control or more than 12 months after a Change in Control, the Company shall make the following payments to Executive (subject in each case to applicable deductions and such withholdings for taxes as required by law):

(i)            If Executive’s Separation occurs prior to Executive’s completion of six month of continuous employment with the Company, Executive will receive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and no further payments;

(ii)            If Executive’s Separation occurs after the first continuous six months of Executive’s employment with the Company but prior to completion of twelve months of continuous employment with the Company, Executive will receive his earned but unpaid base salary if any, up to the date Executive’s employment terminates, plus 50% of Executive’s then-current annual base salary, which latter amount shall be payable in six equal monthly installments;

(iii)           If Executive’s Separation occurs after the first continuous twelve months of Executive’s employment with the Company but prior to completion of twenty-four months of employment with the Company, Executive will receive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, plus 75% of Executive’s then-current annual base salary, which latter amount shall be payable in nine equal monthly installments in accordance with the Company’s regular payroll practices; and

(iv)           If Executive’s Separation occurs at any time after completion of twenty-four months of continuous employment with the Company, Executive will receive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, plus 100% of Executive’s then-current annual base salary, which latter amount shall be payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices.

In addition, Executive shall be paid, no later than 2¹/₂ months following the close of the fiscal year of termination, Executive’s Bonus for the fiscal year in which the Separation occurs. The salary continuation payments shall commence within 60 days after Executive’s Separation and, once they commence, shall include any unpaid amounts accrued from the date of Separation. However, if such 60-day period spans two calendar years, then the payments will in any event begin in the second calendar year. In addition, subject to Section 5(g) below, if Executive is participating in the Company’s group health insurance plans on the effective date of termination and timely elects and remains eligible for continued coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall make any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under COBRA for the corresponding six-, nine-, or twelve-month period, as applicable under clauses (ii), (iii), and (iv), above, following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

(c)            Termination by Board without Cause or Resignation for Good Reason in Connection with Change in Control. If the Board terminates Executive’s employment without Cause or Executive resigns for Good Reason and a Separation occurs either within the period that begins three months prior to a Change in Control and ends within 12 months after a Change in Control, the Company shall pay Executive his earned but unpaid base salary plus the sum of (i) 100% of Executive’s then-current annual base salary plus (ii) 100% of Executive’s target annual bonus for the then-current year (subject to such withholdings as required by law), payable in twelve equal monthly installments in accordance with the Company’s regular payroll practices (the “Severance Payments”). In addition, Executive shall be paid, no later than 2¹/₂ months following the close of the fiscal year of termination, Executive’s Bonus for the fiscal year in which the Separation occurs. The Severance Payments shall commence within 60 days after Executive’s Separation. However, if such 60-day period spans two calendar years, then the payments will in any event begin in the second calendar year. In addition, subject to Section 5(g) below, the Company shall make any continuation coverage premium payments (for Executive and Executive’s dependents) for continued health insurance coverage under the COBRA for the 12-month period following the Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer.

(d)            Termination by the Board for Cause or by Executive without Good Reason . If the Board terminates Executive’s employment for Cause or Executive resigns without Good Reason, the Company’s only obligation to Executive under this Agreement shall be to pay Executive his earned but unpaid base salary, if any, up to the date Executive’s employment terminates, and Executive shall have no right to any Bonus or any unpaid bonus payment whatsoever. The Company shall only be obligated to reimburse any unreimbursed business expenses and to make such payments and provide such benefits under any employee benefit plan, program or policy in which Executive was a participant as are explicitly required to be paid to Executive by the terms of any such benefit plan, program or policy following the date on which Executive’s employment terminates.

(e)            Termination for Disability . The Board shall have the right to terminate Executive’s employment on or after the date Executive has a Disability, and such a termination shall not be treated as a termination without Cause under this Agreement. If Executive’s employment is terminated on account of a Disability and a Separation occurs, the Company shall:

(1)            pay Executive Executive’s base salary through the end of the month in which a Separation occurs as soon as practicable after the Separation,

(2)            pay Executive Executive’s Bonus for the fiscal year in which such Separation occurs; provided that the Bonus shall in no event be paid later than 2¹/₂ months after the close of such fiscal year,

(3)            pay or cause the payment of benefits to which Executive is entitled under the terms of the disability plan(s) of the Company covering Executive at the time of such Disability,

(4)            make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided that no payments made under Section 5(e) (l), Section 5(e)(2) or Section 5(e)(3) shall be taken into account in computing any payments or benefits described in this Section 5(e)(4), and

(5)            make any COBRA continuation coverage premium payments (for Executive and for Executive’s dependents), for the 12-month period following the termination of Executive’s employment or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer, subject to Section 5(g) below.

(f)            Death. If Executive’s employment terminates because of his death, the Company shall:

(1)            pay to Executive’s estate Executive’s base salary through the end of the month of his death as soon as practicable after his death,

(2)            pay to Executive’s estate Executive’s Bonus, when actually determined, for the year in which Executive’s death occurs,

(3)            make such payments and provide such benefits as otherwise called for under the terms of the ISP and each other employee benefit plan, program and policy in which Executive was a participant; provided that no payments made under Section 5(f)(1) or Section 5(f)(2) shall be taken into account in computing any payments or benefits described in this Section 5(f)(3), and

(4)            make any COBRA continuation coverage premium payments for Executive’s dependents for the one-year period following Executive’s death or, if earlier, until such dependents are eligible to be covered under another substantially equivalent medical insurance plan, subject to Section 5(g) below.

(g)            Additional COBRA Considerations . Notwithstanding anything else to the contrary, if the Company, in its sole discretion, determines that it cannot provide the subsidy of COBRA coverage set forth in subsections (b), (c), (e), and (f) of this Section 5 without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, but not limited to, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage). Such taxable monthly payments (i) shall be made regardless of whether Executive elects COBRA continuation coverage, (ii) shall commence on the later of (A) the first day of the month following the month in which Executive experiences a Separation (or dies) and (B) the effective date of the Company’s determination of a potential violation of applicable law, and (iii) shall end on the earliest of (x) the effective date on which Executive becomes (or, in the case of Executive’s death, Executive’s dependents become) covered by a medical, dental or vision insurance plan of a subsequent employer, and (y) the last day of the 12-month period that immediately follows Executive’s Separation or death, as applicable. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.

SECTION 6 COVENANTS BY EXECUTIVE

(a)            Company Property . Upon the termination of Executive’s employment for any reason, or upon any earlier Company request, Executive shall promptly return all Company Property that had been entrusted or made available to Executive by the Company, where the term “Property” means all Company-related records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Executive during Executive’s employment by the Company (and any duplicates of any such Property), together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Executive individually or with others during Executive’s employment that relate to the Company or its products or services.

(b)            Trade Secrets . Executive agrees that Executive shall hold in a fiduciary capacity in perpetuity for the sole benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of Executive’s employment by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “Trade Secret” means information, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

(c)            Confidential Information . Executive while employed by the Company or its affiliates and for the three-year period thereafter shall hold in a fiduciary capacity for the sole benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Executive may have acquired (whether or not developed or compiled by Executive and whether or not Executive is authorized to have access to such information) during the term of and in the course of or as a result of Executive’s employment by the Company or its predecessors without the prior written consent of the Board unless and except to the extent that such disclosure is (i) made in the ordinary course of Executive’s performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Executive will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Agreement, the term “Confidential Information” means any secret, confidential, or proprietary information possessed by the Company or any of its affiliates, including trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans or strategies, product flaws or development techniques, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans, and new personnel acquisition plans (not otherwise included as a Trade Secret under this Agreement) that has not become generally available to the public, and the term “Confidential Information” may include future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives and independent contractors and the terms and conditions of this Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Executive shall be permitted to furnish this Agreement to a subsequent employer or prospective employer. Executive understands that pursuant to the federal Defend Trade Secrets Act of 2016, Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive further understands that nothing contained in this Agreement limits Executive’s ability to: (A) communicate with any federal, state or local governmental agency or commission, including to provide documents or other information, without notice to the Company, (B) share compensation information concerning Executive or others, except that this does not permit me to disclose compensation information concerning others that Executive obtains because Executive’s job responsibilities require or allow access to such information, or (C) discuss or disclose information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful

(d)            Non-solicitation of Customers or Employees .

(1)            Executive, (i) while employed by the Company or any of its affiliates, shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Executive’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Executive, in the case of both clauses (i) and (ii) above, had or made material business contact with in the course of Executive’s employment by the Company within the 24-month period immediately preceding the beginning of the Restricted Period.

(2)            Executive, (i) while employed by the Company or any of its affiliates, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment) and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit or attempt to induce any other officer, employee or independent contractor of such business with whom Executive had contact, knowledge of, or association in the course of Executive’s employment with the Company or any of its predecessors or affiliates, as the case may be, during the 12-month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Executive about employment or other engagement during the Restricted Period, provided that Executive does not solicit the contact.

(e)            Non-competition Obligation . Without the prior written consent of the Company, Executive, while employed by the Company or any of its affiliates and thereafter until the end of the Restricted Period, will not engage in any of the activities described in Section 3(b)(1) hereof within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing, and selling ophthalmic pharmaceuticals, for himself or on behalf of any other person, partnership, corporation or other business entity that is a Competing Business for the purpose of competing with the Company; provided, however, that in the event Executive breaches a fiduciary duty to the Company, or unlawfully takes any property belonging to the Company (whether physically or electronically), the Restricted Period shall automatically be extended to a period beginning on the date on which Executive’s employment with the Company is terminated and ending on the date that is two (2) years thereafter. Notwithstanding the preceding sentence, Executive will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business. Executive understands that Executive may consult with an attorney before signing this Agreement.

(f)            Additional Consideration for Non-competition Obligation . Executive acknowledges that the equity awards described in Section 4(d), the opportunity for equity acceleration described in Section 4(e), and the opportunity for severance benefits described in Section 5, as well as such other benefits and opportunities as may be afforded to Executive by the Company through ancillary agreements, are mutually agreed upon fair and reasonable consideration and are sufficient to make the non-competition obligation in Section 6(e) of this Agreement immediately binding upon Executive and the Company.

(g)            Reasonable and Continuing Obligations . Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests, and are a material inducement to the Company to enter into this Agreement.

(h)            Remedy for Breach . Executive agrees that the remedies at law of the Company for any actual or threatened breach by Executive of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6, including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6, or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Executive and, if known, Executive’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Executive. Executive acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Executive, and that the existence of any claim or cause of action by Executive against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

(i)            Termination of Restrictive Covenants . In addition to any other right or remedy available to Executive, Executive shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Executive when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Executive’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Executive. Executive shall no longer be bound by the non-competition obligation in Section 6(e) if Executive is laid off by the Company or terminated by the Company without Cause.

(j)            Ownership of Inventions, Discoveries, Improvements, Etc .

(1)            Executive shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Executive, either alone or with others, during such time as Executive is employed with the Company, and within one year after the date upon such employment terminates, that (i) are based in whole or in part upon Confidential Information or (ii) during such time as Executive is employed with the Company are along the lines of, useful in or related to the business of the Company or (iii) result from or are suggested by any work done by Executive for or on behalf of the Company (“Inventions”). Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to such Inventions (the “Assigned Inventions”), and agrees to cooperate with the Company both during and after such time as Executive is employed with the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents and copyright registrations and/or other protection of the Company’s rights in such Inventions. Executive shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

(2)            If a patent application, trademark registration, or copyright registration is filed by Executive or on Executive’s behalf, or a copyright notice indicating Executive’s authorship is used by Executive or on Executive’s behalf, within one year after the date on which Executive’s employment with the Company terminates, that describes or identifies any Invention within the scope of Executive’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Executive had knowledge such time as Executive was employed with the Company, it is to be conclusively presumed that the Invention was conceived by Executive during the such time as Executive was employed with the Company. Executive agrees to notify the Company promptly of any such application or registration and to assign to the Company Executive’s entire right, title and interest in such Invention and in such application or registration.

(3)            If (i) Executive uses or discloses any of Executive’s own or any third party’s confidential information or intellectual property (collectively, “Restricted Materials”) when acting within the scope of Executive’s employment (or otherwise on behalf of the Company) or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Executive hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Executive will not use or disclose any Restricted Materials for which Executive is not fully authorized to grant the foregoing license.

(4)            To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby ratifies and consents to any action that may be taken by or authorized by the Company with respect to such Moral Rights and agrees not to assert any Moral Rights with respect thereto. Executive will confirm any such ratification, consent or agreement from time to time as requested by the Company.

SECTION 7 MISCELLANEOUS

(a)            Notices . Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.

Attention: Chief Executive Officer
6310 Town Square, Suite 400
Alpharetta, Georgia 30005

Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

(b)            No Waiver. Except for the notice described in Section 7(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

(1)            All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law. The Company intends that all payments and benefits provided under this Agreement be exempt from, or comply with, the requirements of Section 409A of the Code (“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted in accordance with such intent. Specifically, to the extent necessary to avoid the imposition of tax on Executive under Section 409A, payments payable upon a Separation shall be suspended until the first business day following (i) six (6) months from the effective date of the separation or (ii) the date of Executive’s death, if, immediately prior to Executive’s Separation, Executive is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)(i)) and Section 409A would require the delay of such payment to avoid any penalties thereunder and any installments that otherwise would have been paid or provided prior to such date will be paid or provided in a lump sum when the severance payments or benefits commence. All payments to be made upon Executive’s Separation or termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under section 409A of the Code. Each payment hereunder shall be deemed a separate payment for purposes of Section 409A. The parties intend that no payment pursuant to this Agreement shall give rise to any adverse tax consequences to either party pursuant to Section 409A; provided, however, that Executive acknowledges that the Company does not guarantee any particular tax treatment and that Executive is solely responsible for any taxes Executive incurs pursuant to Section 409A as a result of this Agreement. The Company shall not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities, and Executive agrees not to make any claim against the Company or the Board related to tax liabilities arising from Executive’s compensation or taxation thereof. In no event may Executive, directly or indirectly, designate the calendar year of payment.

(2)            If any payment or benefit that Executive would receive in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder) (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt of the greatest economic benefit, notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any reduction shall be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A, and, in the event that the reductions pursuant to this Section 7(c)(2) exceed payments that are subject to Section 409A, the remaining reductions shall be applied, on a pro rata basis, to any other remaining payments, first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or Equity award acceleration, and in the form of benefits before being made with respect to Equity award acceleration. The Company’s determinations hereunder shall be final, binding and conclusive on all interested parties.

(3)            Governing Law . This Agreement shall be governed by the laws of the state of Delaware without regard to its provisions regarding choice of law or conflicts of law.

(4)            Arbitration . To aid in the rapid and economical resolution of any disputes that may arise relating to Executive’s employment relationship, Executive and the Company agree that any controversy or claim arising out of this Agreement and any and all claims relating to Executive’s employment with the Company will be settled, to the fullest extent permitted by law, by final and binding arbitration. The arbitration will take place in the State of Georgia or the state in which you work or reside. The arbitration will be administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. Claims subject to arbitration shall include without limitation contract claims, tort claims, claims relating to compensation, as well as claims based on any federal, state, or local law, statute, or regulation. However, claims for unemployment compensation, workers’ compensation, claims under the National Labor Relations Act, representative claims brought on behalf of other employees under the California Private Attorneys General Act, and other claims excluded by law shall not be subject to arbitration (the “Excluded Claims”). Executive and the Company agree that if any dispute involves both timely filed Excluded Claims and claims subject to this Agreement, the parties shall agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims. Executive agrees that all claims must be brought in Executive’s individual capacity, and not as a plaintiff or participating class member in any purported class, collective, representative, or consolidated proceeding, and Executive expressly waives any right Executive had or may have had to have any dispute brought, heard, or arbitrated as a class, collective, or representative action, to the extent allowed by applicable law. The arbitrator shall have no authority to adjudicate class, collective, representative, or consolidated proceedings, other than to enforce the foregoing provision. Executive acknowledges and agrees that by agreeing to this arbitration procedure, Executive and the Company waive the right to resolve any such dispute, claim, or demand in a court of law, and if applicable, before a jury, and instead, agree to the use of binding arbitration pursuant to the procedures referenced in this Agreement. Executive will have the right to be represented by legal counsel at any arbitration proceeding, at Executive’s expense. The arbitrator shall (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be available under applicable law in a court proceeding; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to determine if an issue is subject to this arbitration obligation, and to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all arbitration fees in excess of what Executive would pay if the matter were litigated in court; provided, however, that the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.) to the extent permitted under applicable law. Nothing herein is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any arbitration, including injunctive relief pursuant to Section 6(h) above. Either Executive or the Company may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Nothing in this Agreement precludes a party from filing an administrative charge before an agency that has jurisdiction over an arbitrable claim, except that Executive may not be able to recover any monetary benefits in connection with any such claim.

(5)            Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Executive’s employment under this Agreement. Executive’s rights and obligations under this Agreement are personal and shall not be assigned or transferred.

(6)            Other Agreements . This Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company and constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.

(7)            Amendment. No amendment to this Agreement shall be effective unless it is in writing and signed by Executive and an authorized officer of the Company other than Executive.

(8)            Invalidity . If any part of this Agreement becomes or is deemed invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement.

(9)            Interpretation . The recitals to this Agreement shall be taken into account in the construction or interpretation of this Agreement. The words “include,” “includes” and “including” are deemed to be followed by the phrase “without limitation.” The captions or headings of the Sections and other subdivisions of this Agreement are inserted only as a matter of convenience or reference and have no effect on the meaning of the provisions of those Sections or subdivisions. If the provisions of this Agreement require judicial interpretation, the parties agree that the judicial body interpreting or construing the Agreement may not apply the assumption that the terms must be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party that itself or through its agents prepared the instrument.

(10)            Survival. The respective indemnities, representations, warranties, agreements and covenants of the Company and Executive contained in this Agreement shall survive the termination of this Agreement and shall remain in full force and effect.

(11)            Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals as of the Effective Date.

ALIMERA SCIENCES, INC.		EXECUTIVE

By:	/s/ Richard S. Eiswirth	By:	/s/ Elliot Maltz
	Richard S. Eiswirth President and Chief Executive Officer		Elliot Maltz

EXHIBIT 10.3

ALIMERA SCIENCES, INC.

Inducement Stock Option Agreement

(Non-Plan Inducement Award)

Pursuant to your employment agreement with Alimera Sciences, Inc. (the “Company”), dated December 11, 2023 (the “Employment Agreement”), the Company hereby grants to you (“Executive” or “you”) the following inducement option (the “Option”) to purchase shares of the Company’s common stock (the “Common Shares”), subject to the terms and conditions set forth in this Inducement Stock Option Agreement and the exhibits hereto (this “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Exhibit B hereto.

NOTICE OF STOCK OPTION GRANT:

Name of Executive:	Elliot Maltz
Total Number of Common Shares Subject to Option:	75,000
Type of Option:	Inducement stock option under Listing Rule 5635(c)(4), Nonstatutory stock option (NSO)
Exercise Price:	$4.32
Date of Grant:	January 2, 2024
Expiration Date:	January 2, 2034
Vesting Commencement Date:	Date of Grant
Vesting Schedule:	The Option shall vest and become exercisable with respect to (a) 25% of the Common Shares subject to the Option when you complete twelve (12) months of continuous Service beginning on the Vesting Commencement Date, and (b) 2.083% of the Common Shares subject to the Option for each additional month of continuous Service that you complete thereafter, such that 100% of the Option is fully vested and exercisable on the fourth anniversary of the Vesting Commencement Date, subject to your continued Service as of each such vesting date.
Accelerated Vesting:	The extent to which you may purchase Common Shares under the Option may be accelerated in the following circumstances: ·      if your Service is terminated by the Company without Cause or if you resign for Good Reason, then the Option, to the extent outstanding and unvested, will become immediately vested and exercisable in the portion of the Option that would have become vested and exercisable as if you had remained in continuous Service with the Company through the date that is twelve (12) months following your termination of Service;

·       in the event that any transaction resulting in a Change in Control occurs, and within three (3) months prior to the Change in Control, on the Change in Control, or within twelve (12) months after the Change in Control, your Service is terminated by the Company without Cause or if you resign for Good Reason, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control; or

·       in the event of a termination of your Service due to your Disability or your death, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control.

Termination Period:

The Option will be exercisable for three (3) months after you cease to be an Employee, unless such termination is due to your death or Disability, in which case the Option will be exercisable for twelve (12) months after the date of your death or six (6) months after your Disability, as applicable. Notwithstanding the foregoing, in no event may the Option be exercised after the Expiration Date as provided above and may be subject to earlier termination as provided in the Terms and Conditions of Inducement Stock Option Award attached as Exhibit A hereto.

This Award is not issued under the Company’s 2023 Equity Incentive Plan or any other plan. This Award is granted to you in connection with your entry into employment with the Company and is an inducement material to your entry into employment within the meaning of Listing Rule 5635(c)(4).

The Company may, in its sole discretion, deliver any documents relating to the Option and the Agreement that the Company is required to deliver to you by email or other electronic means. You hereby consent to receive such documents by electronic delivery and any online or electronic system established and maintained by the Company or another third party designated by the Company.

By your signature and the signature of the Company’s representative below, you and the Company agree to the Option terms described in this Agreement, including the Terms and Conditions of Inducement Stock Option Award, attached hereto as Exhibit A, all of which are made a part of this document. You acknowledge that you have reviewed this Agreement and Exhibit A and Exhibit B attached to this Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement and its attached exhibits. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to this Agreement, including its exhibits. You further agree to notify the Company upon any change in the residence address you provide to the Company.

ALIMERA SCIENCES, INC.		EXECUTIVE

By:	/s/ Richard S. Eiswirth	By:	/s/ Elliot Maltz
	Richard S. Eiswirth President and Chief Executive Officer		Elliot Maltz

EXHIBIT A

TERMS AND CONDITIONS OF INDUCEMENT STOCK OPTION AWARD

Grant of Option	Subject to all of the terms and conditions set forth in the Agreement, the Company has granted you the Option to purchase up to the total number of Common Shares specified in the Notice of Stock Option Grant as Part I of this Agreement (the “Grant Notice”), at the Exercise Price indicated therein, which represents the Fair Market Value on the Date of Grant.
Tax Treatment	The Option does not qualify as an “incentive stock option” under Section 422 of the Code. The Option is intended to be an NSO.
Vesting	The Option vests and becomes exercisable in accordance with the vesting schedule set forth in the Grant Notice. In no event will the Option vest or become exercisable for additional Common Shares after your Service has terminated for any reason, unless expressly provided herein.
Term of Option	The Option expires in any event at the close of business at Company headquarters on the Expiration Date. The Option will expire earlier if your Service terminates earlier, as described in the Grant Notice, or in connection with certain corporate transactions as described herein.
Termination of Service	If your Service terminates for any reason, the Option will terminate to the extent it is unvested as of the date on which you cease to be an Employee (the “Termination Date”). The Company determines whether and when your Service terminates for all purposes of the Option. For the avoidance of doubt, Service during only a portion of a vesting period shall not entitle you to vest in a pro-rata portion of the Option. Unless otherwise expressly provided herein or determined by the Administrator pursuant to the terms of this Agreement, (i) your right to vest in the Option, if any, will terminate as of the Termination Date, and (ii) the period (if any) during which you may exercise the Option after your Service terminates will commence on the Termination Date.
Right to Exercise	The Option may be exercised only within the term set out in the Grant Notice, and may be exercised during such term only in accordance with the terms of this Agreement.
Notice of Exercise	To exercise the Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Common Shares you wish to purchase. The notice will be effective when the Company receives it. If someone else wants to exercise the Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. You may only exercise the Option for whole shares.

Method of Payment

When you submit your Notice of Exercise, you must make arrangements for the payment of the Exercise Price for the Common Shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:

·      By wire transfer or immediately available funds.

·      By delivering to the Company a personal check, a cashier’s check or a money order.

·      By giving to a securities broker approved by the Company irrevocable directions to sell all or part of the Common Shares subject to the Option and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the aggregate Exercise Price and any Tax-Related Items (as defined below). The balance of the sale proceeds, if any, will be delivered to you. The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.”

The Administrator may permit other forms of payment in its discretion.

Withholding Taxes

Regardless of any action the Company takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Option and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Common Shares upon exercise of the Option, the subsequent sale of Common Shares acquired pursuant to such exercise, and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to, and is under no obligation to, structure the terms of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result.

You may not exercise the Option unless you make arrangements acceptable to the Company to pay any Tax-Related Items that the Company determines must be paid. These arrangements include payment in cash or via the same-day sale procedure described above. With the Company’s consent, these arrangements may also include (a) withholding Common Shares that otherwise would be issued to you when you exercise the Option with a value equal to your withholding obligation, (b) surrendering Common Shares that you previously acquired with a value equal to the withholding taxes, or (c) withholding cash from other compensation to the extent permitted under applicable law. The withheld or surrendered Common Shares will be valued at their Fair Market Value as of the date when taxes otherwise would have been withheld in cash, and will be applied to the Tax-Related Items.

Restrictions on Exercise / Compliance with Law

Notwithstanding any other provision in this Agreement, the Company will not permit you to exercise the Option if the exercise of the Option and the issuance of Common Shares at that time would violate any applicable law or regulation, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Common Shares underlying the Option, as determined by the Administrator. You agree that the Company shall have unilateral authority to amend this Agreement without your consent to the extent necessary to comply with securities or other laws applicable to the issuance of Common Shares.

Transfer of Option	Prior to your death, only you may exercise the Option. You cannot transfer or assign the Option. If you attempt to do any of the foregoing, the Option will immediately become invalid. You may, however, dispose of the Option in your will or by means of a written beneficiary designation (as set forth in this Agreement and to the extent such beneficiary designation is valid under applicable law); provided, however, that your beneficiary or a representative of your estate (as applicable) acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement as if such beneficiary or representative of the estate were you. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in the Option in any other way.
Further Acknowledgments	By accepting the Option, you acknowledge, understand and agree that: (a) the grant of the Option is exceptional, voluntary and intended as an employment inducement grant as set forth in the Grant Notice; (b) this Agreement does not alter the at-will nature of your Service relationship; (c) this Agreement does not interfere with the ability of the Company to terminate your status as an Employee; and (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of your Service.
Stockholder Rights	You, your beneficiaries, and your estate or heirs, have no rights as a stockholder of the Company until you have exercised the Option by giving the required notice to the Company, paying the aggregate Exercise Price, and satisfying any applicable withholding obligations for Tax-Related Items. No adjustments are made for dividends or other rights if the applicable record date occurs before you exercise the Option, except as may be provided herein.
Recoupment Policy	The Option, and the Common Shares acquired upon exercise of the Option, shall be subject to any Company recoupment or clawback policy in effect from time to time.
Adjustments	In the event of a stock split, a declaration of a dividend payable in Common Shares, a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Company stock effected without receipt of consideration by the Company, the number of Common Shares covered by the Option and the Exercise Price will be adjusted pursuant hereto. of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, the Administrator, will adjust the number and class of Company shares that may be delivered under this Agreement and/or the number, class, and price of Company shares covered by the Option.

Dissolution or Liquidation

To the extent not previously exercised, the Option shall terminate immediately prior to the dissolution or liquidation of the Company.

Change in Control

In the event of a Change in Control, to the extent not previously exercised, the Option shall be treated in the manner described in the definitive transaction agreement (or, in the event the Change in Control transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties). The treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with respect to the outstanding Option: (a) the continuation of the Option by the Company (if the Company is the surviving entity); (b) the assumption of the Option by the surviving entity or its parent, provided that the assumption of the Option complies with applicable tax requirements; (c) the substitution by the surviving entity or its parent of an equivalent award for the Option (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of the Option complies with applicable tax requirements; (d) the cancellation of the Option without payment of any consideration, provided that you shall be able to exercise your outstanding Option, to the extent the Option is then vested or becomes vested as of the effective time of the transaction, during a period of not less than five (5) business days preceding the closing date of the transaction, unless (i) a shorter period is required to permit a timely closing of the transaction and (ii) such shorter period still offers you a reasonable opportunity to exercise the Option (such exercise may be contingent on the closing of the transaction); or (e) the cancellation of the Option and a payment to you with respect to each Common Share subject to the portion of the Option that is vested or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (B) the Exercise Price of a Common Share subject to the Option (such excess, if any, the “Spread”). If the Spread is zero or a negative number, then the Option may be cancelled without making a payment to the Participant.

For the avoidance of doubt, the Administrator will not be obligated to treat all awards, all awards held by you, or all awards of the same type, similarly.

Administrator Authority

The Administrator will have the power to interpret this Agreement (including, but not limited to, the determination of whether or not any Common Shares subject to the Option have vested). All actions taken and all interpretations and determinations made by the Administrator will be final and binding upon you, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

Beneficiary Designation	You may designate one or more beneficiaries for the purpose of exercising your exercisable Option after your death by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before your death. If no beneficiary is designated or if no designated beneficiary survives you, then to the extent vested and exercisable, the Option may be exercised by your estate.
Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you and the Company agree to submit and consent to the sole and exclusive jurisdiction of the courts of the State of Georgia, or the federal courts for Fulton County, Georgia.
Amendments	Amendments to this Agreement can be made only in an express written contract executed by you and by a duly authorized officer of the Company. Notwithstanding anything to the contrary in this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without your consent, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Option. Neither the Company nor any person serving as the Administrator shall have any liability to you in the event the Option fails to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by you or any other person.
Notices	Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to you at the address on file with the Company or, in either case, at such other address as you may subsequently furnish to the Company in writing.

EXHIBIT B

DEFINED TERMS

1.            “Administrator” means the Committee or the Board acting as the Committee administering this Agreement.

2.            “Award” means the Option awarded under this Agreement.

3.            “Board” means the Company’s Board of Directors, as constituted from time to time.

4.            “Cause” means (a) your gross negligence or willful misconduct with respect to the business and affairs of the Company, including violation of any material policy or rule of the Company that is not cured within 30 days after written notice thereof is given to you by the Company; (b) your conviction of, or entering a guilty plea or plea of no contest with respect to a felony or to a crime involving moral turpitude, deceit, dishonesty or fraud; (c) your material breach of the terms of this Agreement or any agreement between you and the Company of material violation of any of the Company’s written employment policies; (d) your failure to fulfill your duties and responsibilities under the Employment Agreement, or such other duties and responsibilities as may be assigned or delegated to you, and such breach or failure, as the case may be, if capable of being cured, is not cured within 30 days after written notice thereof is given to you by the Company; (e) your engaging in any intentional act of dishonesty, deceit, fraud, moral turpitude, misconduct, breach of trust or acting intentionally against the financial or business interests of the Company, or your use or possession of illegal drugs in the workplace; or (f) your failure to cooperate in good faith with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested your cooperation. For purposes of this definition of Cause, no act, or failure to act, will be deemed “willful” or “intentional” if done or omitted to be done by you in good faith with a reasonable belief that your act, or failure to act, was in the best interest of the Company.

5.            “Change in Control” means (a) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other corporate reorganization, own immediately after such merger, consolidation or other corporate reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity, or (b) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualifies as a “change in control event” as described in Treas. Reg. Section 1.409A-3(i)(5).

6.            “Code” means the Internal Revenue Code of 1986, as amended.

7.            “Committee” means the Compensation Committee of the Board.

8.            “Common Share” means one share of the Company’s common stock.

9.            “Disability” means a condition which renders you unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or is expected to last for a continuous period of not less than six (6) consecutive months with or without reasonable accommodation. You will not be considered disabled unless you furnish proof in such form or manner, and at such times, as the Company may require.

10.            “Employee” means a common-law employee of the Company.

11.            “Exercise Price” means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the Grant Notice.

12.            “Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons. Notwithstanding the foregoing, the determination of the Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A to the extent necessary for the Option to comply with, or be exempt from, Section 409A.

13.            “Good Reason” means that you resign due to one of the following conditions: (a) a material diminution of your authority, duties or responsibilities with the Company; (b) a geographic relocation of your primary business location to a location that is more than 35 miles from the present location of your primary business location; or (c) any breach by the Company of the Employment Agreement that is material and, in the case of each clause above, that is not cured within 30 days after written notice thereof to the Company from you.

14.            “Listing Rule” means the Listing Rules of The NASDAQ Stock Market LLC. Reference to any Listing Rule will include the terms and conditions of the Listing Rule and any applicable Interpretive Material and other guidance issued under the Listing Rule.

15.            “NSO” means an Option that by its terms does not qualify as an incentive stock option under Section 422 of the Code.

16.            “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

17.            “Service” means your employment with the Company. For purposes of the Option, your Service will not be deemed to have been interrupted or terminated if you take any vacation, military leave, sick leave, or other bona fide leave of absence approved by the Company. Subject to the foregoing, the Administrator, in its discretion, will determine whether your Service has terminated, the Termination Date, and reason for such termination. Your Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are an Employee or the terms of the Employment Agreement) as of the Termination Date and will not be extended by any notice period.

Exhibit 99.1

Alimera Sciences Names Elliot Maltz as Chief Financial Officer and Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

ATLANTA, January 2, 2024 -- Alimera Sciences, Inc. (Nasdaq: ALIM) (“Alimera” or the “Company”), a global pharmaceutical company whose mission is to be invaluable to patients, physicians, and partners concerned with retinal health, and maintaining better vision longer, today announced that Elliot Maltz, C.P.A., has been named Chief Financial Officer effective immediately.

“Elliot joins the Alimera leadership team at an exciting time as we enter 2024 preparing to enhance our growth trajectory and drive improved cash flow,” said Rick Eiswirth, Alimera’s President and CEO. “Elliot’s experience as a CFO in public international commercial-stage companies and his strategic, value-oriented mindset instills great confidence that he will drive value creation, strengthen our balance sheet, and ensure the realization of our long-term vision. We look forward to the impactful contributions he will undoubtedly make to our team.”

Mr. Maltz began his career as an audit manager for Deloitte & Touche LLP before joining Sapient Corp., a publicly traded global agency providing strategic business and advertising consulting services where he was the Technical Accounting and SEC Reporting Manager. Most recently he was the Chief Financial Officer with Orgenesis, Inc., a publicly traded global biotech company transforming the processing of cell and gene therapies. Prior to this he was with Gelesis Holdings, Inc., a publicly traded multi-national commercial stage company focused on advancing first-in-class therapeutics to treat excess weight and other gastric conditions. At Gelesis, Mr. Maltz advanced from Corporate Controller to Vice President of Finance and then to Chief Financial Officer while leading numerous operational and fundraising initiatives. He received his B.S. in business administration - finance from Elon University and is a licensed C.P.A. in the state of Massachusetts.

“I am joining a dynamic leadership team at Alimera when the company is positioned for strong growth across both its U.S. and International segments. As well as getting integrated with the day-to-day financial operations, I’m excited to provide strategic financial leadership as the company works to become the place to be in retina,” said Mr. Maltz. “I believe my experience in fast-growing, commercial-stage public companies will be valuable in supporting Alimera’s vision.”

He will be taking on the role from Russell Skibsted. Mr. Skibsted’s departure is not the result of any disagreement with management concerning the Company’s operations or management.

The Company also announced today that on January 2, 2024, in connection with Mr. Maltz’s joining as Chief Financial Officer, the Compensation Committee of the Board of Directors of the Company approved an inducement option to purchase up to 75,000 shares of common stock (the “Inducement Option”) to Mr. Maltz. The Inducement Option has an exercise price of $4.32 per share, which is equal to the fair market value per share of the Company’s common stock on the Nasdaq Global Market on December 29, 2023, and will vest over four years, subject to Mr. Maltz’s continued service with the Company on each applicable vesting date, with 25% of the underlying shares vesting on the one-year anniversary of the vesting commencement date, and the remaining 75% of the underlying shares vesting in equal monthly installments over the thirty-six months thereafter. The Inducement Option is an inducement material to Mr. Maltz entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

About Alimera Sciences, Inc.

Alimera Sciences is a global pharmaceutical company whose mission is to be invaluable to patients, physicians and partners concerned with retinal health and maintaining better vision longer. For more information, please visit www.alimerasciences.com.

For investor inquiries:	For media inquiries:
Scott Gordon	Jules Abraham
for Alimera Sciences	for Alimera Sciences
scottg@coreir.com	julesa@coreir.com

Forward Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding, among other things, Alimera’s expectations with respect to Mr. Maltz’s anticipated contribution to the Company or with respect to the Company’s expectations with respect to business results and strategy, future operations, and projected growth. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “contemplates,” “predict,” “project,” “target,” “likely,” “potential,” “continue,” “ongoing,” “will,” “would,” “should,” “could,” or the negative of these terms and similar expressions or words, identify forward-looking statements. Forward-looking statements are based on current expectations and involve inherent risks and uncertainties (some of which are beyond Alimera’s control), including factors that could delay, divert, or change any of them, and could cause actual results to differ materially from those projected in these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Alimera’s most recently filed Annual Report on Form 10-K, most recently filed Quarterly Report on Form 10-Q, and any of Alimera’s subsequent filings with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov.

All forward-looking statements contained in this press release are expressly qualified by the cautionary statements contained or referred to herein. Alimera cautions investors not to rely on the forward-looking statements Alimera makes or that are made on its behalf as predictions of future events. These forward-looking statements speak only as of the date of this press release. Alimera undertakes no obligation to publicly update or revise any of the forward-looking statements made in this press release, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Entity File Number	001-34703
Entity Registrant Name	ALIMERA SCIENCES, INC.
Entity Central Index Key	0001267602
Entity Tax Identification Number	20-0028718
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6310 Town Square
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30005
City Area Code	678
Local Phone Number	990-5740
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	ALIM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false