exv10w21







Exhibit
10.21




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 Dave Holland who
shall be referred to as “Employee”, to purchase from Alimera One Hundred Twelve Thousand Five
Hundred (112,500) shares of Stock at an Option Price per share equal to $.39 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 October 12, 2006, 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:
	 	/s/ Richard Eiswirth, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Dave Holland
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	January 23, 2007
	 

	 	 	 	 





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 11/22/2006, 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.



 









 





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 David Holland who
shall be referred to as “Employee”, to purchase from Alimera One Hundred Seventy One Thousand Nine
Hundred and Four (171,904) shares of Stock at an Option Price per share equal to $.71 which grant
shall be subject to all of the terms and conditions set forth in tins Option Certificate and in the
Plan. This grant has been made as of March 20, 2008 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:
	 	/s/ Richard Eiswirth, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ David Holland
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	3.31.08 
	 

	 	 	 	 





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 March 20 2009, 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.



 









 





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 David Holland who
shall be referred to as “Employee”, to purchase from Alimera Six Thousand Six Hundred and Forty
Five (6,645) shares of Stock at an Option Price per share equal to $.41 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 December 13, 2007 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:
	 	/s/ Richard Eiswirth, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ David Holland
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	1/28/08
	 

	 	 	 	 





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 December 13, 2008, 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.



 









 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland,
who shall be referred to as “Employee”, to purchase from Alimera 91,102 shares of Stock at an
Option Price per share equal to $0.60, 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
July 7, 2004, 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:
	 	/s/ Daniel H. White
	 

	 	 	 	 
	 	 	Daniel H. White
	 	 	Vice President Finance and Business Development
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ David R. Holland
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	9/22/04
	 

	 	 	 	 





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 first
anniversary of the Grant Date, provided Employee remains continuously
employed by Alimera through the first anniversary of the Grant Date; and
	 
	 	(2)	 	1/12 of the shares of Stock which remain subject to this Option, and
which do not vest on the first anniversary of the Grant Date, on the last
day of each calendar quarter in the twelve calendar quarter period which
starts on or after the first anniversary of the Grant Date, provided he or
she remains continuously employed by Alimera through the last day of such
calendar quarter.






	 	(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 there 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.





-2-









 






	 	(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 of
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 these 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 shall 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



-3-









 




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 or 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.



-4-









 





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 Dave Holland, who
shall be referred to as “Employee”, to purchase from Alimera 112,500 (One Hundred Twelve Thousand
Five Hundred) shares of Stock at an Option Price per share equal to $.39 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 January 1, 2006, 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:
	 	/s/ Richard Eiswirth, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Dave Holland
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	January 27, 2006
	 

	 	 	 	 





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 11/22/2006, 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.




 












 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




INCENTIVE STOCK OPTION




OPTION CERTIFICATE



Alimera Sciences, Inc., a Delaware corporation (“Alimera”), in accordance with the Alimera
Sciences, Inc. 2004 Incentive Stock Plan (the “Plan”), hereby grants an Option to David Holland,
who shall be referred to as “Employee,” to purchase from Alimera Twenty-Three Thousand Two Hundred
Fifty-Two (23,252) shares of Stock at an Option Price per share equal to $1.18 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 August 25, 2009, 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)	 	5,813 of the shares of Stock which are subject to this Option
on August 25, 2010, the Initial Vesting Date, provided Employee remains
continuously employed by Alimera through the Initial Vesting Date; and
	 
	 	(2)	 	17,439 of the shares of Stock which are subject to this Option
in twelve equal increments quarterly beginning on November 25, 2010 through
August 25, 2013 provided Employee 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 there 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.



 









 





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 David Holland,
who shall be referred to as “Employee,” to purchase from Alimera Seventy Thousand Five Hundred
Eighty-One (70,581) shares of Stock at an Option Price per share equal to $1.18 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 August 25, 2009, 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)	 	17,645 of the shares of Stock which are subject to this Option
vest upon the one year anniversary of the date upon which the Investor
Majority, as defined in the Series C-1 Preferred Stock and Warrant Purchase
Agreement (the “Purchase Agreement”), deliver to the Company a Mandatory
Exercise Election, as defined in the Purchase Agreement, the Initial Vesting
Date, provided Employee remains continuously employed by Alimera through the
Initial Vesting Date; and
	 
	 	(2)	 	52,936 of the shares of Stock which are subject to this Option
shall vest quarterly in twelve equal increments beginning on the date three
months from the Initial Vesting Date, provided Employee 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 there 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.