EX-10.23







Exhibit
10.23




ALIMERA SCIENCES, INC.




2005 INCENTIVE STOCK PLAN




NON-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 Dr. Calvin
Roberts, who shall be referred to as “Director,” to purchase from Alimera Thirty Thousand (30,000)
shares of Stock at an Option Price per share equal to $0.39, 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 December 14, 2006 which shall be referred to as the “Grant Date”. This Option is not
intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term
is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Richard Eiswirth, Jr.
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	DIRECTOR
	 
	 	 	 	 
	 	 	/s/ Calvin Roberts
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/26/2007
	 

	 	 	 	 





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
Director 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),
Director’s right under this
Option Certificate to exercise this Option is fully vested as of the
date hereof.
	 
	 	(b)	 	Option Expiration Rules. Director’s right to exercise
all or any part of this
Option shall expire no later than the seventh anniversary of the Grant

Date.
	 
	 	(a)	 	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.
	 
	 	(3)	 	Fractional Shares. Director’s right to
exercise this Option shall not
include a right to exercise this Option to purchase a fractional
share of Stock. If Director 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. Director may exercise this Option
in
whole or in part 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.



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     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Director other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Director’s lifetime only by Director. 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 Director’s
death the same as Director under this Option Certificate.



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



     § 7. Stockholder Status. Director 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
Director, 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 Director and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Director 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.








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ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




NON-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 Dr. Calvin
Roberts, who shall be referred to as “Director,” to purchase from Alimera fifteen thousand (15,000)
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 December 29, 2004, which shall be referred to as the “Grant Date”. This Option is not
intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term
is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	DIRECTOR
	 
	 	 	 	 
	 	 	/s/ Calvin Roberts
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/21/05
	 

	 	 	 	 





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
Director 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),
Director’s right under this
Option Certificate to exercise this Option is fully vested as of the
date hereof,
	 
	 	(b)	 	Option Expiration Rules. Director’s right to exercise
all or any part of this
Option shall expire no later than the seventh anniversary of the
Grant Date.
	 
	 	(a)	 	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.
	 
	 	(3)	 	Fractional Shares. Director’s right to
exercise this Option shall not
include a right to exercise this Option to purchase a fractional
share of Stock. If Director 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. Director may exercise this Option
in whole or in part 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.



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     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Director other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Director’s lifetime only by Director. 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 Director’s
death the same as Director under this Option Certificate.



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



     § 7. Stockholder Status. Director 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
Director, 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 Director and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Director 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.



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ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




NON-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 Dr. Calvin
Roberts, who shall be referred to as “Director,” to purchase from Alimera fifteen thousand (15,000)
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 December 29, 2004, which shall be referred to as the “Grant Date”. This Option is not
intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term
is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	DIRECTOR
	 
	 	 	 	 
	 	 	/s/ Calvin Roberts
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	1/21/05
	 

	 	 	 	 





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
Director 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),
Director’s right under this
Option Certificate to exercise this Option is fully vested as of the
date hereof.
	 
	 	(b)	 	Option Expiration Rules. Director’s right to exercise
all or any part of this
Option shall expire no later than the seventh anniversary of the
Grant Date.
	 
	 	(a)	 	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.
	 
	 	(3)	 	Fractional Shares. Director’s right to
exercise this Option shall not
include a right to exercise this Option to purchase a fractional
share of Stock. If Director 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. Director may exercise this Option in whole or in
part 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.



-2-









 





     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Director other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Director’s lifetime only by Director. 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 Director’s
death the same as Director under this Option Certificate.



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



     § 7.
Stockholder Status. Director 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
Director, 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 Director and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Director 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.



-3-









 





ALIMERA SCIENCES, INC.




2004 INCENTIVE STOCK PLAN




NON-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 Dr. Calvin
Roberts, who shall be referred to as “Director,” to purchase from Alimera fifteen thousand (15,000)
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 1, 2005, which shall be referred to as the “Grant Date”. This Option is not
intended to satisfy the requirements of § 422 of the Code and thus shall be a Non-ISO as that term
is defined in the Plan.




	 	 	 	 	 
	 	 	ALIMERA SCIENCES, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	DIRECTOR
	 
	 	 	 	 
	 	 	/s/ Calvin Roberts
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	9/29/05
	 

	 	 	 	 





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
Director 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),
Director’s right under this
Option Certificate to exercise this Option is fully vested as of the date hereof.
	 
	 	(b)	 	Option Expiration Rules. Director’s right to exercise
all or any part of this
Option shall expire no later than the seventh anniversary of the Grant Date.
	 
	 	(a)	 	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.
	 
	 	(3)	 	Fractional Shares. Director’s right to
exercise this Option shall not
include a right to exercise this Option to purchase a fractional
share of Stock. If Director 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. Director may exercise this Option in whole or in
part 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.



-2-









 





     § 5. Nontransferable. Except as expressly authorized by the Committee, no rights
granted under this Option shall be transferable by Director other than by will or by the laws of
descent and distribution, and the rights granted under this Option shall be exercisable during
Director’s lifetime only by Director. 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 Director’s
death the same as Director under this Option Certificate.



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



     § 7. Stockholder Status. Director 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
Director, 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 Director and their
respective heirs, executors, administrators and successors.



     § 10. Tax Withholding. This Option has been granted subject to the condition that
Director 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.




-3-