EX-10.11






Exhibit 10.11




Alimera Sciences, Inc.




Management Cash Incentive Plan




(As Adopted Effective ___ ___, 2008)




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1. BACKGROUND AND PURPOSE
	 	 	1	 
	1.1 Effective Date
	 	 	1	 
	1.2 Purpose of the Plan
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS
	 	 	3	 
	3.1 Selection of Participants
	 	 	3	 
	3.2 Determination of Performance Goals
	 	 	3	 
	3.3 Determination of Target Awards
	 	 	3	 
	3.4 Determination of Payout Formula or Formulae
	 	 	3	 
	3.5 Determination of Actual Awards
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 4. PAYMENT OF AWARDS
	 	 	4	 
	4.1 Right to Receive Payment
	 	 	4	 
	4.2 Timing of Payment
	 	 	4	 
	4.3 Form of Payment
	 	 	4	 
	4.4 Payment in the Event of Death
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 5. ADMINISTRATION
	 	 	4	 
	5.1 Committee Authority
	 	 	4	 
	5.2 Decisions Binding
	 	 	4	 
	5.3 Delegation by the Committee
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 6. GENERAL PROVISIONS
	 	 	5	 
	6.1 Tax Withholding
	 	 	5	 
	6.2 No Effect on Employment
	 	 	5	 
	6.3 No Effect on Other Benefits
	 	 	5	 
	6.4 Successors
	 	 	5	 
	6.5 Nontransferability of Awards
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 7. DURATION, AMENDMENT AND TERMINATION
	 	 	5	 
	7.1 Duration of the Plan
	 	 	5	 
	7.2 Amendment, Suspension or Termination
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 8. LEGAL CONSTRUCTION
	 	 	5	 
	8.1 Severability
	 	 	5	 
	8.2 Requirements of Law
	 	 	6	 
	8.3 Governing Law
	 	 	6	 
	8.4 Captions
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Alimera Sciences, Inc.

Management Cash Incentive Plan




     ARTICLE 1. BACKGROUND AND PURPOSE



          1.1 Effective Date. This Plan is effective as of ___ ___, 2008.




          1.2 Purpose of the Plan. The Plan is intended to motivate Participants to achieve excellent
short- and long-term financial performance for the Company and its business units. The Plan’s
goals are to be achieved by providing Participants with the opportunity to earn cash incentive
awards for the achievement of goals relating to the performance of the Company.




     ARTICLE 2. DEFINITIONS



          The following words and phrases shall have the following meanings, unless a different meaning
is plainly required by the context:




          2.1 “Actual Award” means, as to any Performance Period, the actual award (if any) payable to a
Participant for the Performance Period. Each Actual Award is determined by the Payout Formula for
the Performance Period, subject to the Committee’s authority under Section 3.5 to increase,
eliminate or reduce the award otherwise indicated by the Payout Formula.




          2.2 “Affiliate” means any corporation or other entity (including, without limitation,
partnerships and joint ventures) controlled by the Company.




          2.3 “Base Salary” means, as to any Performance Period, the Participant’s earned salary during
the Performance Period. Base Salary shall be calculated before both (a) deductions for taxes or
benefits and (b) deferrals of compensation pursuant to Company-sponsored plans or
Affiliate-sponsored plans.




          2.4 “Board” means the Company’s Board of Directors.




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




          2.6 “Company” means Alimera Sciences, Inc., a Delaware corporation, or any successor thereto.




          2.7 “Disability” means a permanent disability, as determined for purposes of the principal
long-term disability insurance plan maintained by the Company for the benefit of the Participant.
If there is no such plan, Disability shall be determined in accordance with a policy established by
the Committee.




          2.8 “Employee” means any employee of the Company or of an Affiliate, whether such employee is
so employed when the Plan is adopted or becomes so employed after the adoption of the Plan.




 









 








          2.9 “Fiscal Quarter” means a fiscal quarter within a Fiscal Year of the Company.




          2.10 “Fiscal Year” means the fiscal year of the Company.




          2.11 “Participant” means, as to any Performance Period, an Employee who has been selected for
participation in the Plan for that Performance Period pursuant to Section 3.1.




          2.12 “Payout Formula” means, as to any Performance Period, the formula or payout matrix
established by the Committee pursuant to Section 3.4 in order to determine the Actual Awards (if
any) to be paid to Participants. The formula or matrix may differ from Participant to Participant.




          2.13 “Performance Period” means a Fiscal Year, or any longer or shorter period determined by
the Committee.




          2.14 “Performance Goals” means the goal(s) or combined goal(s) determined by the Committee to
be applicable to a Participant for a Target Award for a Performance Period. As determined by the
Committee, the Performance Goal(s) may provide for a targeted level or levels of achievement using
the performance criteria specified by the Committee. Any criteria used may be measured (a) in
absolute terms, (b) in relative terms, including (without limitation) the passage of time and/or
against other companies or metrics, (c) on a per-share basis, (d) against the performance of the
Company as a whole or against particular segments or products of the Company and/or (e) on a
pre-tax or after-tax basis. The Committee shall determine whether any element(s), for example (but
not by way of limitation) the effect of mergers or acquisitions, shall be included in or excluded
from the determination of any Performance Goal with respect to any Participants, whether or not
such determinations result in any Performance Goal being measured on a basis other than generally
accepted accounting principles.




          2.15 “Plan” means this Alimera Sciences, Inc. Management Cash Incentive Plan, as set forth in
this instrument and as hereafter amended from time to time.




          2.16 “Progress Payment” means a portion of the Target Award or Actual Award determined in
accordance with Section 3.5 that has been earned by the Participant as of the end of the Progress
Period, based on achievement of the applicable Performance Goals, and that may be paid to the
Participant during the Performance Period.




          2.17 “Progress Period” means a period shorter than and within the Performance Period for which
a Progress Payment may be made.




          2.18 “Retirement” means, with respect to any Participant, a Termination of Employment
occurring in accordance with a policy or policies established by the Committee from time to time.




          2.19 “Target Award” means the target award payable under the Plan to a Participant for the
Performance Period or Progress Period, as applicable, expressed as a



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percentage of his or her Base
Salary or a specific dollar amount, as determined by the Committee in accordance with Section 3.3.




          2.20 “Termination of Employment” means a cessation of the employee-employer relationship
between an Employee and the Company or an Affiliate for any reason, including (without limitation)
a termination by resignation, discharge, death, Disability, Retirement or the disaffiliation of an
Affiliate, but excluding a transfer from the Company to an Affiliate or between Affiliates.




     ARTICLE 3. SELECTION OF PARTICIPANTS AND DETERMINATION OF AWARDS



          3.1 Selection of Participants. The Committee shall select the Employees who shall be
Participants for any Performance Period. The Committee also may designate as Participants one or
more individuals (by name or position) who are expected to become Employees during a Performance
Period. Participation in the Plan is in the sole discretion of the Committee and shall be
determined Performance Period by Performance Period. Accordingly, an Employee who is a Participant
for a given Performance Period is in no way assured of being selected for participation in any
subsequent Performance Period.




          3.2 Determination of Performance Goals. The Committee shall establish the Performance Goals
for each Participant for the Performance Period. Such Performance Goals shall be set forth in
writing.




          3.3 Determination of Target Awards. The Committee shall establish a Target Award for each
Participant for each Performance Period. Such Target Award shall be set forth in writing.




          3.4 Determination of Payout Formula or Formulae. The Committee shall establish a Payout
Formula or Formulae for purposes of determining the Actual Award (if any) payable to each
Participant. Each Payout Formula shall (a) be in writing, (b) be based on a comparison of actual
performance to the Performance Goals, (c) provide for the payment of a Participant’s Target Award
if the Performance Goals for the Performance Period are achieved at the predetermined level and
(d) provide for the payment of an Actual Award greater than or less than the Participant’s Target
Award, depending upon the extent to which actual performance exceeds or falls below the Performance
Goals.




          3.5 Determination of Actual Awards. After the end of each Performance Period or, to the
extent that Progress Payments will be made, after the end of each Progress Period, the Committee
shall certify the extent to which the Performance Goals applicable to each Participant for the
Performance Period or Progress Period, as applicable, were achieved or exceeded, as determined by
the Committee. The Actual Award for each Participant shall be determined by applying the Payout
Formula to the level of actual performance that has been certified by the Committee. Any contrary
provision of the Plan notwithstanding, the Committee may (a) increase, reduce or eliminate the
Actual Award that otherwise would be payable under the Payout Formula or (b) determine whether or
not any Participant will receive an Actual Award or Progress Payment in the event that the
Participant incurs a Termination of



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Employment before such Actual Award or Progress Payment is to
be paid pursuant to Section 4.2.




     ARTICLE 4. PAYMENT OF AWARDS



          4.1 Right to Receive Payment. Each Actual Award or Progress Payment that may become payable
under the Plan shall be paid solely from the general assets of the Company or the Affiliate that
employs the Participant (as the case may be), as determined by the Company. No amounts awarded or
accrued under the Plan shall be funded, set aside or otherwise segregated prior to payment. The
obligation to pay Actual Awards or Progress Payments under the Plan shall at all times be an
unfunded and unsecured obligation of the Company. Participants shall have the status of general
creditors of the Company or the Affiliate that employs the Participant.




          4.2 Timing of Payment. Subject to Section 3.5, payment of each Actual Award or Progress
Payment shall be made as soon as administratively practicable, but in no event later than two and
one-half months after the end of the applicable Performance Period or Progress Period, as the case
may be.




          4.3 Form of Payment. Each Actual Award or Progress Payment shall be paid in cash (or its
equivalent) in a single lump sum.




          4.4 Payment in the Event of Death. If a Participant dies before receiving an Actual Award or
Progress Payment (determined under Section 3.5) that was scheduled to be paid before his or her
death for a prior Performance Period or Progress Period, then the Actual Award or Progress Payment
shall be paid to the Participant’s designated beneficiary or, if no beneficiary has been
designated, to the administrator or representative of his or her estate. Any beneficiary
designation or revocation of a prior designation shall be effective only if it is in writing,
signed by the Participant and received by the Company prior to the Participant’s death.




     ARTICLE 5. ADMINISTRATION



          5.1 Committee Authority. The Plan shall be administered by the Committee, subject to
Section 5.3. The Committee shall have all powers and discretion necessary or appropriate to
administer the Plan and to control its operation, including (without limitation) the power to
(a) determine which Employees shall be granted awards, (b) prescribe the terms and conditions of
the awards, (c) interpret the Plan, (d) adopt such procedures and sub-plans as are necessary or
appropriate to permit participation in the Plan by Employees who are foreign nationals or employed
outside of the United States, (e) adopt rules for the administration, interpretation and
application of the Plan and (f) interpret, amend or revoke any such rules.




          5.2 Decisions Binding. All determinations and decisions made by the Committee, the Board or
any delegate of the Committee pursuant to the provisions of the Plan shall be final, conclusive and
binding on all persons and shall be given the maximum deference permitted by law.




          5.3 Delegation by the Committee. The Committee, on such terms and conditions as it may
provide, may delegate all or part of its authority and powers under the Plan to one or more
directors and/or employees of the Company.




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     ARTICLE 6. GENERAL PROVISIONS



          6.1 Tax Withholding. The Company or an Affiliate, as applicable, shall withhold all required
taxes from an Actual Award or Progress Payment, including any federal, state, local or other taxes.




          6.2 No Effect on Employment. Nothing in the Plan shall interfere with or limit in any way the
right of the Company or an Affiliate, as applicable, to terminate any Participant’s employment or
service at any time, with or without cause. Employment with the Company and its Affiliates is on
an at-will basis only. The Company expressly reserves the right, which may be exercised at any
time and without regard to when during or after a Performance Period such exercise occurs, to
terminate any individual’s employment with or without cause, and to treat him or her without regard
to the effect that such treatment might have upon him or her as a Participant.




          6.3 No Effect on Other Benefits. Except as expressly set forth in a Participant’s employment
agreement with the Company, any Actual Awards or Progress Payments under the Plan shall not be
considered for the purpose of calculating any other benefits to which such Participant may be
entitled, including (a) any termination, severance, redundancy or end-of-service payments,
(b) other bonuses or
long-service awards, (c) overtime premiums, (d) pension or retirement benefits or (e) future
Base Pay or any other payment to be made by the Company to such Participant.




          6.4 Successors. All obligations of the Company and any Affiliate under the Plan, with respect
to awards granted hereunder, shall be binding on any successor to the Company and/or such
Affiliate, whether the existence of such successor is the result of a merger, consolidation, direct
or indirect purchase of all or substantially all of the business or assets of the Company or such
Affiliate, or any similar transaction.




          6.5 Nontransferability of Awards. No award granted under the Plan shall be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will, by the laws of
descent and distribution or to the limited extent provided in Section 4.4. All rights with respect
to an award granted to a Participant shall be available during his or her lifetime only to the
Participant.




     ARTICLE 7. DURATION, AMENDMENT AND TERMINATION



          7.1 Duration of the Plan. The Plan shall commence on the date specified herein and shall
remain in effect thereafter until terminated pursuant to Section 7.2.




          7.2 Amendment, Suspension or Termination. The Board or the Committee may amend, suspend or
terminate the Plan, or any part thereof, at any time and for any reason. No award may be granted
during any period of suspension or after termination of the Plan.




     ARTICLE 8. LEGAL CONSTRUCTION



          8.1 Severability. In the event any provision of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of the



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Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had not been included.




          8.2 Requirements of Law. The granting of awards under the Plan shall be subject to all
applicable laws, rules and regulations, and to such approvals by any governmental agencies or
national securities markets as may be required.




          8.3 Governing Law. The Plan and all awards shall be construed in accordance with and governed
by the laws of the State of California, without regard to their conflict-of-law provisions.




          8.4 Captions. Captions are provided herein for convenience only and shall not serve as a
basis for interpretation or construction of the Plan.





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