EX-10.19






Exhibit
10.19






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 Richard Eiswirth,
Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Seventy Five
Thousand (175,000) 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/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth, Jr.
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/17/2006
	 

	 	 	 	 





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 11/22/2007,
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.




 









 






	 	 	 	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 Richard Eiswirth,
Jr. who shall be referred to as “Employee”, to purchase from Alimera One Hundred Fifty Thousand
Five Hundred Seventy Nine (157,579) 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 this 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/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ [ILLEGIBLE]
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	4/1/2008
	 

	 	 	 	 





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
2009s
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 Richard Eiswirth
who shall be referred to as “Employee”, to purchase from Alimera One Hundred Twelve Thousand Five
Hundred and Eighteen (112,518) 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/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	1/18/08
	 

	 	 	 	 





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.




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 Richard Eiswirth,
who shall be referred to as “Employee”, to purchase from Alimera 328,675 (Three Hundred Twenty
Eight Thousand Six Hundred Seventy Five) 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/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard Eiswirth
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date:
	 	1/27/2006
	 

	 	 	 	 





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
10/31/2006,
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.





 









 





	 	 	 	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.



 









 





STANDARD ISO GRANT — 4 YEAR VESTING




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. 2005 Incentive Stock Plan (the “Plan”), hereby grants an Option to Richard S.
Eiswirth, Jr., who shall be referred to as “Employee”, to purchase from Alimera 46,325 (Forty-Six
Thousand Three Hundred and Twenty-Five) shares of Stock at an Option Price per share equal to $.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 October 31, 2005, 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/ Dan Myers
	 

	 	 	 	 
	 
	 	 	 	 
	Acknowledged:	 	EMPLOYEE:
	 
	 	 	 	 
	 	 	/s/ Richard S.
Eiswirth, Jr.
	 	 	 
	 	 	[Signature]

	 
	 	 	 	 
	 

	 	Date
	 	10/31/2005
	 

	 	 	 	 





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 vet 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 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.