exv10w8wa






Exhibit 10.8(A)




ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to      , who shall
be referred to as “Employee,” to purchase from Alimera (      ) shares of Stock at an Option
Price per share equal to $.___which grant shall be subject to all of the terms and conditions set
forth in this Option Certificate and in the Plan. This grant has been made as of                     , which
shall be referred to as the “Grant Date”. This Option is intended to satisfy the requirements of §
422 of the Code and thus is intended to be an ISO as that term is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 





TERMS AND CONDITIONS




     § 1. Plan. This Option grant is subject to all the terms and conditions set forth in
the Plan and this Option Certificate, and all the terms in this Option certificate which begin with
a capital letter are either defined in this Option Certificate or in the Plan. If a determination
is made that any term or condition set forth in this Option Certificate is inconsistent with the
Plan, the Plan shall control. A copy of the Plan will be made available to Employee upon written
request to the Chief Financial Officer of Alimera.



 









 





§ 2. Vesting and Option Expiration.





	(a)	 	General Rule. Subject to § 2(b) and § 2(c), Employee’s right under
this Option Certificate to exercise this Option shall vest with respect to:






	 	(1)	 	1/4 of the shares of Stock which are subject to this Option on
        , the Initial Vesting Date, provided Employee remains continuously employed
by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	3/4 of the shares of Stock which are subject to this Option in
equal increments quarterly over three years beginning on the date three (3)
months from the initial vesting date provided he or she remains continuously
employed by Alimera through the last day of each quarterly period.






	(b)	 	Option Expiration Rules.






	 	(1)	 	Non-Vested Shares. If Employee’s employment with
Alimera terminates for any reason whatsoever, including death, disability (as
determined by the committee) or retirement, while thee are any non-vested
shares of Stock subject to this Option under § 2(a), then immediately upon such
termination of employment this Option shall expire and shall have no further
force or effect and be null and void with respect to such non-vested shares of
Stock.
	 
	 	(2)	 	Vested Shares. Employee’s right to exercise all or any
part of this Option which has vested under § 2(a) shall expire no later than
the tenth anniversary of the Grant Date. However, if Employee’s employment
with Alimera terminates before the tenth anniversary of the Grant Date,
Employee’s right to exercise any part of this Option which has vested under §
2(a) shall expire and shall have no further force or effect and shall be null
and void at the end of the ninety (90) day period which starts on the date his
or her employment terminates.






	(c)	 	Special Rules.






	 	(1)	 	Change in Control. If there is a Change in Control of
Alimera, this Option shall be subject to the provisions of § 14 of the Plan
with respect to such Change in Control.
	 
	 	(2)	 	Affiliates. For purposes of this Option Certificate,
any reference to Alimera shall include any Affiliate, Parent or Subsidiary or
Alimera, and a transfer of employment between Alimera and any Affiliate, Parent
or Subsidiary of Alimera or between any Affiliate, Parent or Subsidiary of
Alimera shall not be treated as a termination of employment under the Plan or
this Option Certificate.
	 
	 	(3)	 	Fractional Shares. Employee’s right to exercise this
Option shall not




 









 






	 	 	 	include a right to exercise this Option to purchase a fractional share of
Stock. If Employee exercises this Option on any date when this Option
includes a fractional share of Stock, his or her exercise right shall be
rounded down to the nearest whole share of Stock and the fractional share
shall be carried forward until that fractional share together with any other
fractional shares can be combined to equal a whole share of Stock or this
Option expires.





     § 3. Method of Exercise of Option. Employee may exercise this Option in whole or in
part (to the extent this Option is otherwise exercisable under § 2 with respect to vested shares of
Stock) only in accordance with the rules and procedures established from time to time by Alimera
for the exercise of an Option. The Option Price shall be paid at exercise either in cash, by check
acceptable to Alimera or through any cashless exercise/resale procedure which is implemented by a
broker unrelated to Alimera through a sale of Stock in the open market and which is acceptable to
the Committee, or in any combination of those forms of payment.



     § 4. Delivery and Other Laws. Alimera shall deliver appropriate and proper evidence
of ownership of any Stock purchased pursuant to the exercise of this Option as soon as practicable
after such exercise to the extent such delivery is then permissible under applicable law or rule or
regulation, and such delivery discharge Alimera of all of its duties and responsibilities with
respect to this Option.



     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Employee other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Employee’s lifetime only by Employee. The person or persons, if any, to whom this Option is
transferred by will or by the laws of descent and distribution shall be treated after Employee’s
death the same as Employee under this Option Certificate.



     § 6. No Right to Continue Service. Neither the Plan, this Option, nor any related
material shall give Employee the right to continue in employment by Alimera or shall adversely
affect the right of Alimera to terminate Employee’s employment with our without cause (as
determined by the Committee) at any time.



     § 7. Stockholder Status. Employee shall have no rights as a stockholder with respect
to any shares of Stock under this Option until such shares have been duly issued and delivered to
Employee, and no adjustment shall be made for dividends of any kind or description whatsoever or
for distributions of rights of any kind or description whatsoever respecting such Stock except as
expressly set forth in the Plan.



     § 8. Governing Law. The Plan and this Option shall be governed by the laws of the
State of Delaware.



     § 9. Binding Effect. This Option shall be binding upon Alimera and Employee and their
respective heirs, executors, administrators and successors.



 









 





     § 10. Tax Withholding. This Option has been granted subject to the condition that
Employee consents to whatever action the Committee directs to satisfy the minimum statutory federal
and state withholding requirements, if any, which Alimera determines are applicable upon the
exercise of this Option.



     § 11. References. Any references to sections (§) in this Option Certificate shall be
to sections (§) of this Option Certificate unless otherwise expressly stated as part of such
reference.