UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 28, 2018
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-34703
 
20-0028718
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
6120 Windward Parkway
Suite 290
Alpharetta, Georgia
 
30005
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (678) 990-5740
Not Applicable
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Overview

On November 28, 2018, the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”) approved a succession plan (the “Succession Plan”) that will generally take effect on January 2, 2019 (the “Transition Date”). As more fully explained below, under the Succession Plan:

C. Daniel Myers, co-founder and currently the Company’s Chief Executive Officer, will retire as Chief Executive Officer, will serve as Non-Executive Chairman of the Board and will be a consultant to the Company.

Richard S. Eiswirth, Jr., currently the Company’s President and Chief Financial Officer, will be promoted to Chief Executive Officer and assume day-to-day leadership of the Company. Mr. Eiswirth will retain his title of President and will join the Board.

J. Philip Jones, currently the Company’s Vice President of Finance, will be promoted to the role of Chief Financial Officer.

David Holland, currently the Company’s Senior Vice President Sales and Marketing U.S., will assume the titles of Chief Marketing Officer and Senior Vice President Corporate Communications and Managed Markets.

Philip Ashman, Ph. D, currently the Company’s Senior Vice President, Managing Director Europe, will assume the titles of Chief Operating Officer and Senior Vice President Commercial Operations Europe.

Kenneth Green, currently Senior Vice President, Chief Scientific Officer and Global Head of Research and Development, will retire on March 31, 2019 and become a consultant to the Company effective April 1, 2019.

James R. Largent will step down as Chairman of the Board and become Lead Independent Director.

Retirement of Dan Myers as Chief Executive Officer and Election as Non-Executive Chairman of the Board

On November 28, 2018, C. Daniel Myers, co-founder and the Company’s current Chief Executive Officer, notified the Board that, effective as of the Transition Date, he will retire as Chief Executive Officer pursuant to the Succession Plan. In connection with Mr. Myers’ resignation as Chief Executive Officer, Mr. Myers and the Company entered into a Succession and Consulting Agreement (the “Consulting Agreement”) whereby Mr. Myers will serve as a consultant to the Company beginning on the Transition Date. Mr. Myers’ current employment agreement will remain in effect until it terminates on the Transition Date.

During the term of the Consulting Agreement, Mr. Myers will provide consulting services to the Company for up to 24 business days per year, and the Company will pay him $120,000 per year in equal monthly installments. The Consulting Agreement has an initial term of one year but may be extended or terminated thereafter as provided in the Consulting Agreement, but in no event beyond December 31, 2021. The Consulting Agreement may be terminated by either party without cause upon six months’ notice and also contains customary covenants, terms and conditions, including provisions concerning termination for cause, noncompetition, non-solicitation and confidentiality. Under the Consulting Agreement, the Company will also pay $600,000 in severance to Mr. Myers in connection with his termination as an employee of the Company. The severance is payable in 24 equal monthly installments of $25,000.

In connection with the Succession Plan, the Board also appointed Mr. Myers as the Non-Executive Chairman of the Board effective as of the Transition Date. As Non-Executive Chairman of the Board, Mr. Myers will receive the standard annual cash payment for all non-employee directors, which is currently equal to $35,000. In addition, he will receive an annual cash payment of $45,000 for his service as the Non-Executive Chairman of the Board; provided, however, that (a) in no event shall the total cash compensation paid to Mr. Myers as a non-employee director and Non-Executive Chairman of the Board exceed $80,000 per annum unless the Board specifically approves a greater amount; and (ii) the amount of such compensation is subject to adjustment from time to time in the normal course of consideration by the compensation committee of the board (the “Compensation Committee”) and the Board in light of current market trends and advice from the Compensation Committee’s compensation consultant. As a non-employee director, Mr. Myers will also receive the standard annual option grant to non-employee directors following each annual meeting of stockholders. That grant is currently an option to purchase 40,000 shares of the Company’s common stock, which amount may be increased or decreased in the future.

The description of the Consulting Agreement is qualified by reference to the full text of the Consulting Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Appointment of Rick Eiswirth as Chief Executive Officer and Director

Pursuant to the Succession Plan and to fill the position that will be left vacant by Mr. Myers’ retirement, the Board appointed Richard S. Eiswirth, Jr., age 49, to serve as the Company’s Chief Executive Officer effective as of the Transition Date. Mr. Eiswirth currently serves as the Company’s President and Chief Financial Officer. He has served as President since January 2016 and Chief Financial Officer since



2005. He also served as the Company’s Chief Operating Officer from August 2010 until December 2015. In connection with the Succession Plan, Mr. Eiswirth resigned as Chief Financial Officer, effective as of the Transition Date.

As part of the Succession Plan, the Board also increased the number of directors on the board from eight to nine, consisting of three classes of three directors each. The Board then elected Mr. Eiswirth to fill the recently created vacancy on the Board as a Class II, with a term expiring at the annual stockholders meeting in 2021. This election will become effective as of the Transition Date.

The Company intends to negotiate the terms of Mr. Eiswirth’s service as the Company’s Chief Executive Officer and enter into an amended and restated employment agreement with him in early 2019. The Compensation Committee will determine the compensation to be paid to Mr. Eiswirth in accordance with the Committee’s annual review of executive compensation to be completed in early 2019. His current employment agreement, including its compensation provisions, will continue in effect until the amended and restated employment agreement becomes effective.

Appointment of Phil Jones as Chief Financial Officer

On November 28, 2018, to fill the position that will be left vacant by Mr. Eiswirth, the Board appointed J. Philip Jones, age 55, as the Company’s Chief Financial Officer, effective as of the Transition Date. Mr. Jones is currently the Company’s Vice President of Finance, a position he has held since 2016. Mr. Jones joined the Company in 2015 as the Corporate Controller. Before joining the Company, Mr. Jones held various senior financial leadership roles in Theragenics Corporation, a medical product manufacturing company, Superior Essex, a communications cable company, and Arjo Wiggins Medical, the medical division of Arjo Wiggins Appleton. Mr. Jones began his financial career in 1986 as an accountant for a large regional CPA firm in Atlanta, Georgia. Mr. Jones is a Certified Public Accountant in the state of Georgia and is a graduate of Auburn University with a B.S.B.A. degree with an emphasis in accounting.

The Company intends to negotiate the terms of Mr. Jones’ service as the Company’s Chief Financial Officer and enter into an employment agreement with him in early 2019. The Compensation Committee will determine, in consultation with Mr. Eiswirth as Chief Executive Officer, the compensation to be paid to Mr. Jones in accordance with the Committee’s annual review of executive compensation to be completed in early 2019. Mr. Jones’ current compensation will continue in effect until the amended and restated employment agreement becomes effective.

Appointment of Philip Ashman as Chief Operating Officer

The Board also appointed Philip Ashman, Ph.D., age 53, to the offices of Chief Operating Officer and Senior Vice President Commercial Operations Europe. Dr. Ashman has served as the Senior Vice President, Managing Director Europe since January 1, 2013. Before joining the Company, Dr. Ashman held a number of leadership roles at Bayer from 2006 to 2012, most recently responsible for leadership of the market access strategy in the U.K. for Bayer, covering all therapy areas including Ophthalmology. Prior to this, Dr. Ashman served as Vice President Global Marketing Oncology at Bayer and also as Vice President Regional Business Unit Head (Europe) Oncology, responsible for the delivery of oncology sales and profitability targets in Europe, Canada, the Middle East and Africa. Before 2006, Dr. Ashman held UK-based business leadership positions in AstraZeneca and Sanofi. Dr. Ashman holds a doctorate in biochemistry from the University of London: Royal Holloway and Bedford, U.K., and a Bachelor of Science degree in biochemistry from the University College London, U.K.

The Company intends to negotiate the terms of Dr. Ashman’s service as the Company’s Chief Operating Officer and Senior Vice President Commercial Operations Europe and enter into an amended and restated employment agreement with him in early 2019. The Compensation Committee will determine, in consultation with Mr. Eiswirth as Chief Executive Officer, the compensation to be paid to Dr. Ashman in accordance with the Committee’s annual review of executive compensation to be completed in early 2019. His current employment agreement, including its compensation provisions, will continue in effect until the amended and restated employment agreement becomes effective.

Retirement of Ken Green and Transition to a Consulting Role

On November 28, 2018, Kenneth Green, Ph.D., the Company’s Senior Vice President, Chief Scientific Officer and Global Head of Research and Development, notified the Board that, effective March 31, 2019, he will resign from employment with the Company. In connection with Dr. Green’s resignation, Dr. Green and the Company entered into a Succession and Consulting Agreement (the “Green Consulting Agreement”) whereby Dr. Green will serve as a consultant to the Company for a one-year term beginning on April 1, 2019. Pursuant to the terms of the Green Consulting Agreement, Dr. Green’s current employment agreement will remain in effect until it terminates on April 1, 2019.

During the one-year term of the Green Consulting Agreement, Dr. Green will provide consulting services to the Company for up to 36 business days, and the Company will pay him $406,000 in equal monthly installments. The Green Consulting Agreement may be terminated by either party without cause. If the Company terminates the agreement without cause, then Dr. Green will be entitled to the unpaid balance of the scheduled compensation for the one-year term. The Green Consulting Agreement also contains customary covenants, terms and conditions, including provisions concerning termination for cause, noncompetition, non-solicitation and confidentiality.




The description of the Green Consulting Agreement is qualified by reference to the full text of the Green Consulting Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD.

On November 29, 2018, the Company issued a press release announcing the Succession Plan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Additional Information about the Succession Plan

The following information relates to the Succession Plan but is not required under Item 5.02.

Creation of Lead Independent Director Role and Election of Jim Largent as Lead Independent Director

Under the Succession Plan, the Board also amended the Company’s Corporate Governance Guidelines, effective as of the Transition Date, to provide that, at least annually, the Board shall elect a lead independent director (the “Lead Independent Director”) by and from the independent Board members to serve for a minimum of one year. Responsibilities of the Lead Independent Director will include, among others, presiding at meetings of the Board at which the Chairman is not present, serving as a liaison between the Chairman and the independent directors, previewing the information to be provided to the Board, approving meeting agendas for the Board, organizing and leading the Board’s evaluation of the CEO, and leading the Board’s annual self-assessment.

In connection with the Succession Plan, on November 28, 2018, James R. Largent, Chairman of the Board, notified the Board that, effective as of the Transition Date, he will resign as Chairman of the Board but will remain a director of the Company.

The Board elected Mr. Largent to serve as Lead Independent Director beginning on the Transition Date. Mr. Largent, an independent director, has served on the Board since 2011 and as its Chairman since 2015.

Other Officer Appointments and Changes

In accordance with the Succession Plan, the Board appointed David Holland to the office of Chief Marketing Officer, Senior Vice President Corporate Communications and Managed Markets effective as of the Transition Date. Mr. Holland, a co-founder of the Company, served as the Vice President of Marketing from 2003 through August 2010, when he was appointed the Senior Vice President of Sales and Marketing.

Outside the Succession Plan, Christopher S. Visick recently joined the Company as Vice President, General Counsel and Secretary.

Board of Directors Effective on the Transition Date

As of the Transition Date, we expect the Board to consist of the members listed below:

C. Daniel Myers
Non-Executive Chairman and Class I Director
  (term expires in 2020)
James R. Largent
Class I Lead Independent Director (term expires in 2020)
Calvin W. Roberts, M.D.
Class I Director (term expires in 2020)
Garheng Kong, M.D., Ph.D.
Class II Director (term expires in 2021)
Richard S. Eiswirth, Jr.
Class II Director (term expires in 2021)
Mary Szela
Class II Director (term expires in 2021)
Mark J. Brooks
Class III Director (term expires in 2019)
Brian K. Halak, Ph.D.
Class III Director (term expires in 2019)
Peter J. Pizzo, III
Class III Director (term expires in 2019)




Executive Officers

As of the Transition Date, we expect our executive officers to consist of the following:

Richard S. Eiswirth, Jr.
Chief Executive Officer
J. Philip Jones
Chief Financial Officer
Philip Ashman, Ph.D.
Chief Operating Officer, Senior Vice President Commercial Operations Europe
David Holland
Chief Marketing Officer, Senior Vice President Corporate Communications and Managed Markets
Kenneth Green, Ph.D.
Senior Vice President, Chief Scientific Officer and Global Head of Research*
___________________________________
* Dr. Green will retire on March 31, 2019.


The information in this Current Report on Form 8-K under Item 7.01 is being “furnished” and not “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under such section. Furthermore, such information shall not be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, unless specifically identified as being incorporated therein by reference.







Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
Exhibit
No.
 
Description
10.1
 
10.2
 
99.1
 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
ALIMERA SCIENCES, INC.
 
 
Dated: November 29, 2018
By:
/s/ RICHARD S. EISWIRTH, JR.
 
Name:
Richard S. Eiswirth, Jr.
 
Title:
President and
Chief Financial Officer



Exhibit 10.1

SUCCESSION AND CONSULTING AGREEMENT
WITH
ALIMERA SCIENCES, INC.


This Succession and Consulting Agreement (this “ Agreement ”) is entered into by and between Alimera Sciences, Inc., a Delaware corporation (the “ Company ”), and C. Daniel Myers (“ Myers ”), as of November 28, 2018.

RECITALS:

WHEREAS , the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

WHEREAS , the Company and Myers previously entered into that certain Amended and Restated Employment Agreement, dated as of October 27, 2014 (the “ Prior Employment Agreement ”);

WHEREAS , the Company and Myers desire that Myers continue to serve as Chief Executive Officer, an employee of the Company, through January 1, 2019 pursuant to the Prior Employment Agreement; and

WHEREAS , the Company and Myers desire that, beginning on January 2, 2019, Myers provide consulting services to the Company as an independent contractor and not an employee;

NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE; TRANSITION

This Agreement is effective as of the date stated in the preamble above. The terms and conditions stated in the Prior Employment Agreement shall remain in effect through January 1, 2019. Effective January 2, 2019 (the “ Transition Date ”), Myers shall (a) relinquish the title and position of Chief Executive Officer of the Company and no longer be an employee of the Company; and (b) become a consultant to the Company as an independent contractor, in accordance with and pursuant to the terms of this Agreement.

SECTION 2. DEFINITIONS

Board ” means the Board of Directors of the Company.

Cause ” means: (i) Myers’ gross negligence or willful misconduct with respect to his consulting services to the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Myers by the Company;

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(ii) Myers’ conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or (iii) Myers’ engagement in any material breach of the terms of this Agreement or fails to fulfill his responsibilities under this Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Myers by the Company.

Change in Control ” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualifies as a “change in control event” as described in Treas. Reg. § 1.409A-3(i)(5).

Code ” shall mean the Internal Revenue Code of 1986, as amended.

Competing Business ” means any business which develops, sells, or markets ophthalmic pharmaceuticals.

Disability ” means a condition which renders Myers unable (as determined by the Board in good faith after consultation with a physician mutually selected by Myers and the Board) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

Equity ” means (i) all shares of capital stock of the Company; (ii) all options and other rights to purchase shares of capital stock of the Company; and (iii) all restricted stock units.

Good Reason ” shall mean (a) any breach by the Company of this Agreement that is material and that is not cured within 30 days after written notice thereof to the Company from Myers, or (b) a geographical relocation of the Company’s corporate headquarters to a location that is more than fifty (50) miles from the present location of the Company’s corporate headquarters .

Restricted Period ” means the 12-month period beginning on and after the latter of (a) the date that Myers’ service as a consultant to the Company is terminated pursuant to the terms of this Agreement and a Separation occurs, or (b) the date that Myers’ service as a director of the Company ends.

Section 409A ” means Code Section 409A, as amended, and the standards, regulations, or other guidance promulgated thereunder.


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Separation ” means a “separation from service,” as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

(a) Titles . Myers shall continue to serve as the Chief Executive Officer of the Company until the Transition Date, when he shall (i) relinquish such title and position, (ii) terminate employment as an employee of the Company, and (iii) become a consultant to the Company, all in accordance with and pursuant to the terms of this Agreement.

(b) Powers and Responsibilities as a Consultant . In Myers’ role as a consultant to the Company, he shall have such powers and duties as are provided in this Agreement and as are reasonably requested by the Board or the Company’s Chief Executive Officer (the “ CEO ”) on and after the Transition Date, all in accordance with and pursuant to the terms of this Agreement. Myers shall provide services as an independent contractor and not as an employee, agent, or representative of the Company.

(c) Reporting Relationship as a Consultant . In his role as a consultant, Myers shall report to the CEO.

(d) Term of Service as a Consultant . Subject to the terms and conditions of this Agreement, Myers shall serve as a consultant to the Company from the Transition Date through December 31, 2019 (the “ Initial Consulting Term ”), subject to extension or termination as provided in this Agreement (the Initial Consulting Term together with any extension and ending upon termination or expiration of this Agreement, the “ Consulting Term ”). At the end of the Initial Consulting Term, the Consulting Term shall continue thereafter, provided that (i) the Company may terminate this Agreement without Cause, or Myers may resign for Good Reason, by giving not less than six (6) months’ prior notice of such termination; and (ii) this Agreement shall in any event terminate on December 31, 2021 (the “ Expiration Date ”). Notwithstanding the foregoing, (x) if the Board terminates Myers’ service as a consultant for Cause, the term of Myers’ service as a consultant shall end on the date specified by the Company in a written notice that is consistent with the definition of Cause in this Agreement; or (y) if Myers resigns without Good Reason at any time, the term of Myers’ service as a consultant shall end ten (10) days after Myers gives notice of such termination (but in no event at a date that is later than the Expiration Date). This Agreement shall also terminate in the event of Disability or death as provided in Sections 5(d) and 5(e) , respectively.

(e) Time Commitment as a Consultant . During the Consulting Term, Myers shall provide consulting services to the Company for twenty-four (24) business days per year (pro-rated for any partial year after December 31, 2019 during the Consulting Term), as reasonably requested by the CEO or the Board. Such services shall include (i) representing the Company at medical conferences and investor conferences and (ii) meeting with ophthalmologists and other medical specialists on the Company’s behalf. The Company and Myers anticipate that the time that Myers devotes to performing consulting services for the Company will be no more than 15% of the average level of services that Myers performed for the Company over the thirty-six (36) months immediately preceding the Transition Date.


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SECTION 4. COMPENSATION, BENEFITS, ETC.

(a) Compensation as Consultant . Effective on the Transition Date, Myers’ compensation as a consultant (“ Consulting Compensation ”) shall be $10,000 per month, which amount may be reviewed and increased at the discretion of the Board or any committee of the Board duly authorized to take such action. The Consulting Compensation shall be payable in equal monthly installments on the last business day of each month during the Consulting Term. During the Consulting Term, Myers agrees to pay all taxes due on amounts paid to him for services as a consultant and is solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and changes incident to the payment of compensation for such consulting services. Without limitation, the parties hereto agree that the Company shall not be responsible for, nor withhold, any taxes, assessments, or other fees incurred by or on behalf of Myers with respect to his consulting services, including federal, state, and local withholding taxes.

(b) Severance . The Company agrees to make severance payments to Myers in connection with his termination as an employee of the Company in an amount totaling six hundred thousand dollars ($600,000), payable in 24 equal installments of twenty-five thousand dollars ($25,000) beginning on January 15, 2019 and ending on December 31, 2019; provided, however , that to be eligible to receive such severance payments, Myers must remain an employee of the Company until the Transition Date. The foregoing severance payments shall be in accordance with the Company’s standard payroll practices and policies for recipients of severance payments and shall be subject to such withholdings, if applicable, as are required by law or as otherwise permissible under such practices or policies. Notwithstanding the foregoing, if the Board terminates Myers’ service as a consultant for Cause, the Company shall not be obligated to pay severance to Myers after the date that Myers’ service as a consultant terminates, with any partial month being prorated.

(c) Employee Benefit Plans; COBRA .

(1) Until the Transition Date, Myers shall continue his participation in the employee benefit plans, programs, and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs, and policies as in effect from time to time.

(2) Upon and after the Transition Date, Myers shall no longer be eligible to participate in the employee benefit plans, programs, and policies maintained by the Company, other than through continuation coverage opportunities afforded under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”).

(3) During the Consulting Term, if Myers and his spouse timely elect to continue coverage under the Company’s group health plan pursuant to COBRA, then, on behalf of Myers and his spouse, the Company shall pay (on a monthly basis) the medical COBRA premiums of Myers and his spouse in the same percentage as the Company pays the premiums for active employees under the Company group health insurance plan;

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provided, however , that this obligation of the Company shall cease on the earlier of (A) December 31, 2019, (B) the date that Myers is eligible to be covered under another substantially equivalent group health insurance plan provided by a subsequent employer, or (C) the date that Myers is otherwise no longer eligible for COBRA coverage under the Company’s group health insurance plan provided that in the event of the circumstance described in this clause (C), the Company instead shall provide to Myers a taxable monthly payment in an amount equal to the monthly COBRA premium that Myers would be required to pay to continue the group health coverage in effect on the date of the Separation.

(d) Equity . During the Consulting Term, Myers shall forego his eligibility for all regular Officer Equity (as defined below) awards generally awarded to executive management of the Company (but shall retain his eligibility for all regular Equity awards generally awarded to non-employee members of the Board); provided, however , that all of Myers’ outstanding Equity as of the Transition Date shall continue to vest and remain outstanding as long as Myers is providing services to the Company as a consultant or a director.

(e) Acceleration of Vesting of Equity . The following terms shall apply to all of Myers’ Equity that (i) is outstanding as of the Transition Date and (ii) he received as an officer of the Company and not for service as a director (the “ Officer Equity ”), but shall not apply to any future grants of Equity as a director:

(1) The vested percentage of the Officer Equity shall be determined by adding 12 months to the actual period of service that Myers has completed with the Company if the Company is subject to a Change in Control during the Consulting Term (i.e., Myers’ vesting shall be accelerated by an additional 12 months). The remaining unvested Officer Equity shall vest in the same amount per vesting period as prior to the Change in Control.

(2) Myers shall vest in 100% of the remaining unvested Officer Equity if (a) the Company is subject to a Change in Control before Myers’ service with the Company terminates and (b) within 12 months after the Change in Control, Myers’ service as a consultant is terminated by the Company without Cause or Myers terminates his service for Good Reason.

(3) If the Company is a party to a merger or consolidation, all outstanding Officer Equity shall vest in full unless the agreement evidencing the merger or consolidation provides for one or more of the following:

(A) The continuation of such outstanding Officer Equity by the Company (if the Company is the surviving corporation).

(B) The assumption of such outstanding Officer Equity by the surviving corporation or its parent.

(C) The substitution by the surviving corporation or its parent of new Equity for such outstanding Officer Equity.


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(D) Full exercisability of outstanding Officer Equity and full vesting of the common shares subject to such Officer Equity, followed by the cancellation of such Officer Equity. The full exercisability of such Officer Equity and full vesting of such common shares may be contingent on the closing of such merger or consolidation.

(E) The cancellation of outstanding Officer Equity and a payment to Myers equal to the excess of (i) the fair market value of the common shares subject to such Officer Equity (whether or not such Officer Equity is then exercisable or such common shares are then vested) as of the closing date of such merger or consolidation over (ii) the exercise price. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving corporation or its parent with a fair market value equal to the required amount. Such payment may be made in installments and may be deferred until the date or dates when such Officer Equity would have become exercisable or such common shares would have vested. Such payment may be subject to vesting based on Myers’ continuing service, provided that the vesting schedule shall not be less favorable to Myers than the schedule under which such Officer Equity would have become exercisable or such common shares would have vested. This provision is mandatory in the event that the Company is acquired by a private company for cash.

(f) Expense Reimbursements . Myers shall have the right to expense reimbursements in connection with his service as a consultant in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (i) not be affected by any other expenses that are eligible for reimbursement in any calendar year and (ii) not be subject to liquidation or exchange for another benefit.

(g) Indemnification . The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Myers and hold Myers harmless from and against any claim, loss, or cause of action arising from or out of Myers’ performance as a consultant for the Company. If any claim is asserted hereunder against Myers (other than by the Company), the Company shall pay Myers’ legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Myers shall reimburse the Company, in a timely manner, for such amounts if Myers shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification obligations of the Company in this paragraph shall survive any termination of this Agreement and shall be supplemental to any other rights to indemnification from the Company to which Myers is entitled.

SECTION 5. TERMINATION OF SERVICE AS A CONSULTANT

(a) General . If, prior to the Expiration Date, this Agreement is terminated by the Company without Cause or Myers resigns as a consultant for Good Reason by one party giving written notice to the other party, then Myers will be entitled to the benefits described in this

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Section 5 . However, Myers will not be entitled to any of the benefits described in this Section 5 unless Myers has (i) returned all Company Property (as defined below) in Myers’ possession, (ii) resigned as a member of the Board (if requested by a majority of the members of the Board then in office) and of the boards of directors of all of the Company’s subsidiaries, to the extent applicable, and (iii) executed a general release of all claims that Myers may have against the Company or persons affiliated with the Company in a form prescribed by the Company (the “ Release ”). Myers must execute and return the Release on or before the date specified by the Company in the Release (the “ Release Deadline ”). The Release Deadline will in no event be later than fifty (50) days after Myers’ Separation. If Myers fails to return the executed Release on or before the Release Deadline, or if Myers revokes the Release within seven (7) days after return of the executed Release, then Myers will not be entitled to the benefits described in this Section 5 .

(b) Termination of Consulting Services by Board without Cause or by Myers for Good Reason . If, during the Consulting Term, the Board terminates Myers’ service as a consultant under this Agreement without Cause or Myers resigns for Good Reason, the Company shall pay Myers his earned but unpaid Consulting Compensation plus (i) if the termination of the Agreement occurs on or before December 31, 2019 or the Company or Myers gives at least six months’ prior notice of such termination or resignation, and such notice is given on or before December 31, 2019, the Company shall pay Myers the remainder of the Consulting Compensation scheduled to be paid through June 30, 2019; or (ii) if the termination of the Agreement occurs after December 31, 2019, and the Company or Myers gives at least six (6) months’ prior notice of such termination or resignation, and such notice is given after December 31, 2019, the Company shall pay Myers the Consulting Compensation for the six (6) month period following the date of the notice of such termination or resignation; provided, however , that in no event will Myers be paid for any period beyond the Expiration Date. The Company may choose, in its sole discretion, to waive Myers’ provision of service following such notice of termination without Cause or resignation for Good Reason, provided, in such event, all payments described in the foregoing sentence shall still be paid to Myers by the Company. The payments described in this Section 5(b) shall commence upon satisfaction by Myers of the provisions of Section 5(a) ; provided, however , if the Release Deadline falls in the calendar year after the date of such notice of termination without Cause or resignation for Good Reason, then the payments shall commence in the second calendar year, with the first payment to include the amount of any payments that would have otherwise been paid to Myers had the payments under this Section 5(b) commenced immediately after the date of notice of termination without Cause or resignation for Good Reason. In addition, the Company shall make any COBRA payments (for Myers and his spouse) to the end of the period specified in Section 4(c)(3) .

(c) Termination by the Board for Cause or by Myers without Good Reason . If the Board terminates Myers’ service for Cause or Myers resigns without Good Reason, the Company’s only obligation to Myers to pay Consulting Compensation under this Agreement shall be to pay Myers his earned but unpaid Consulting Compensation, if any, up to the date Myers’ service terminates.

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(d) Termination for Disability . The Board shall have the right to terminate Myers’ service as a consultant on or after the date Myers has a Disability, and such a termination shall be treated as a termination without Cause under this Agreement.

(e) Death . A termination of Myers’ service as a consultant as a result of his death shall be treated as a termination without Cause under this Agreement, provided that the Company shall make any COBRA payments for Myers’ spouse to the end of the period specified in Section 4(c)(3) .

SECTION 6. COVENANTS BY CONSULTANT

(a) Company Property . Upon the termination of Myers’ service for any reason or, if earlier, upon the Company’s request, Myers shall promptly return all Company Property which had been entrusted or made available to Myers by the Company, where the term “ Company Property ” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Myers during Myers’ service by the Company (and any duplicates of any such Company Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Myers individually or, with others during Myers’ service which relate to the Company or its products or services.

(b) Trade Secrets . Myers agrees that Myers shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Myers may have acquired (whether or not developed or compiled by Myers and whether or not Myers is authorized to have access to such information) during the term of Myers’ service by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “ Trade Secret ” means information, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

(c) Confidential Information . Myers, while providing services to the Company or its affiliates and for the three-year period thereafter, shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Myers may have acquired (whether or not developed or compiled by Myers and whether or not Myers is authorized to have access to such information) during the term of, and in the course of, or as a result of Myers’ service by the Company or its predecessors without the prior written consent of the Board unless and except to the extent that such disclosure is (i) made in the ordinary course of Myers’ performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Myers will give the

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Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Agreement, the term “ Confidential Information ” means any secret, confidential, or proprietary information possessed by the Company or any of its affiliates, including trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans, or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Agreement) that has not become generally available to the public, and the term “Confidential Information” may include future business plans, licensing strategies, advertising campaigns, information regarding customers or suppliers, executives, and independent contractors and the terms and conditions of this Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Myers shall be permitted to furnish this Agreement to a subsequent employer or prospective employer.

(d) Non-solicitation of Customers or Employees .

(1) Myers (i) while providing services to the Company or any of its affiliates shall not, on Myers’ own behalf or on behalf of any person, firm, partnership, association, corporation, or business organization, entity, or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Myers’ own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Myers, in the case of both clauses (i) and (ii) above, had or made material business contact within the course of Myers’ service by the Company within the 24-month period immediately preceding the beginning of the Restricted Period.

(2) Myers (i) while providing services to the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit, or attempt to induce any other officer, employee, or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee, or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit, or attempt to induce any other officer, employee, or independent contractor of such business with whom Myers had contact, knowledge of, or association in the course of Myers’ service with the Company or any of its predecessors or affiliates, as the case may be, during the 12-month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee, or independent contractor would commit a breach

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of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Myers about employment or other engagement during the Restricted Period, provided that Myers does not solicit the contact.

(e) Non-competition Obligation . Without the prior written consent of the Company, Myers, while providing services to the Company or any of its affiliates and thereafter until the end of the Restricted Period, whether by himself or itself, through an affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other person or entity within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic pharmaceuticals on the date of this Agreement, undertake, participate, or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any other person or entity in connection with the operation of, a Competing Business. Notwithstanding the preceding sentence, Myers will not be prohibited from owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business.

(f) Reasonable and Continuing Obligations . Myers agrees that Myers’ obligations under this Section 6 are obligations which will continue beyond the date Myers’ service terminates and that such obligations are reasonable, fair, and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests, and are a material inducement to the Company to enter into this Agreement.

(g) Remedy for Breach. Myers agrees that the remedies at law of the Company for any actual or threatened breach by Myers of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6 , including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6 , or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Myers and, if known, Myers’ attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Myers. Myers acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Myers, and that the existence of any claim or cause of action by Myers against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

(h) Termination of Restrictive Covenants . In addition to any other right or remedy available to Myers, Myers shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Myers when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Myers’ pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Myers.


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(i) Ownership of Inventions, Discoveries, Improvements, Etc.

(1) Myers shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Myers, either alone or with others, during such time as Myers is providing services to the Company, and within one year after the date upon such service terminates, and that (i) are based in whole or in part upon Confidential Information, or (ii) during such time as Myers is providing services to the Company are along the lines of, useful in or related to the business of the Company, or (iii) result from, or are suggested by, any work that may be done by Myers for or on behalf of the Company (“ Inventions ”). Myers hereby assigns and agrees to assign to the Company Myers’ entire right, title, and interest in and to such Inventions (the “ Assigned Inventions ”), and agrees to cooperate with the Company both during and after such time as Myers is providing services to the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations, and/or protection of the Company’s rights in such Inventions. Myers shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

(2) If a patent application, trademark registration, or copyright registration is filed by Myers or on Myers’ behalf, or a copyright notice indicating Myers’ authorship is used by Myers or on Myers’ behalf, within one year after the date on which Myers’ service with the Company terminates, that describes or identifies any Invention within the scope of Myers’ work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Myers had knowledge during such time as Myers was employed with or otherwise provided service to the Company, it is to be conclusively presumed that the Invention was conceived by Myers during the such time as Myers was employed with or otherwise provided services to the Company. Myers agrees to notify the Company promptly of any such application or registration and to assign to the Company Myers’ entire right, title, and interest in such Invention and in such application or registration.

(3) If (i) Myers uses or discloses any of Myers’ own or any third party’s confidential information or intellectual property (collectively, “ Restricted Materials ”) when acting within the scope of Myers’ service (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Myers hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Myers will not use or disclose any Restricted Materials for which Myers is not fully authorized to grant the foregoing license.

(4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights

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that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “ Moral Rights ”). To the extent Myers retains any such Moral Rights under applicable law, Myers hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Myers will confirm any such ratification, consent, or agreement from time to time as requested by the Company.

(j) Securities Trading Policy . Myers agrees to comply with the Company’s Securities Trading Policy during the Restricted Period, and thereafter if Myers has become aware of material nonpublic information during his service as a consultant or as a director, until such information has become public or is no longer material.

(k) Release . On or before the Transition Date, Myers shall enter into a general release that is reasonably satisfactory to the parties to this Agreement in which he releases all claims against the Company, with certain customary exceptions, including the obligations of the Company to Myers in this Agreement.

SECTION 7. MISCELLANEOUS

(a) Notices . Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005 Attention: Chief Executive Officer Facsimile: 678-990-5744

Notices and communications to Myers shall be sent to the address Myers most recently provided to the Company.

(b) No Waiver . Except for the notice described in Section 7(a ), no failure by either the Company or Myers at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

(c) Tax Matters .

(1) Notwithstanding any provision in the Agreement to the contrary, this Agreement shall at all times be interpreted and operated in compliance with the requirements of Section 409A. Specifically, to the extent necessary to avoid the imposition of tax on Myers under Section 409A, payments payable upon a termination or separation shall be suspended until six (6) months and one day following the effective date of termination or separation, if, immediately prior to Myers’s termination or separation, Myers is a “specified employee” (within the meaning of Section 409A) and Section 409A

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would require the delay of such payment to avoid any penalties thereunder. Each payment hereunder shall be deemed a separate payment for purposes of Section 409A. The parties intend that no payment pursuant to this Agreement shall give rise to any adverse tax consequences to either party pursuant to Section 409A; provided, however , that Myers acknowledges that the Company does not guarantee any particular tax treatment and that Myers is solely responsible for any taxes he incurs pursuant to Section 409A, if any, as a result of this Agreement.

(2) Certain payments, distributions, and acceleration of vesting for Myers made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder), can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Myers’ parachute payments together equal or exceed 300% of his average annual W-2 compensation from the Company. Myers is solely responsible for any taxes he incurs pursuant to sections 280G and 4999 of the Code.

(d) Georgia Law . This Agreement shall be governed by the laws of the state of Georgia without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Myers involving the enforcement of this Agreement or any rights, duties, or obligations under this Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

(e) Assignment . This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Myers’ service under this Agreement. Myers’ rights and obligations under this Agreement are personal and shall not be assigned or transferred.

(f) Other Agreements . This Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Myers’ employment relationship with the Company (except as otherwise provided in this Agreement), and this Agreement constitutes the entire agreement between the Company and Myers with respect to such terms and conditions.

(g) Amendment . No amendment to this Agreement shall be effective unless it is in writing and signed by the Company and by Myers.

(h) Invalidity . If any part of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement.


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(i) Litigation . In the event that either party to this Agreement institutes litigation against the other party to enforce his or its respective rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

(j) Interpretation . The recitals to this Agreement shall be taken into account in the construction or interpretation of this Agreement. The words “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The captions or headings of the Sections and other subdivisions of this Agreement are inserted only as a matter of convenience or reference and have no effect on the meaning of the provisions of those Sections or subdivisions. If the provisions of this Agreement require judicial interpretation, the parties agree that the judicial body interpreting or construing the Agreement may not apply the assumption that the terms must be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party that itself or through its agents prepared the instrument.

(k) Survival . The respective indemnities, representations, warranties, agreements, and covenants of the Company and Myers contained in this Agreement shall survive the termination of this Agreement and shall remain in full force and effect.

[ The remainder of this page intentionally left blank ]



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IN WITNESS WHEREOF, the Company and Myers have executed this Agreement in multiple originals effective as of the as of the date stated in the preamble above.

ALIMERA SCIENCES, INC.            MYERS



By: /s/ Richard S. Eiswirth                  /s/ C. Daniel Myers                
Richard S. Eiswirth, President and CFO        C. Daniel Myers


Date:     November 28, 2018                 Date:     November 28, 2018            


Signature Page to Succession and Consulting Agreement

Exhibit 10.2



SUCCESSION AND CONSULTING AGREEMENT
WITH
ALIMERA SCIENCES, INC.


This Succession and Consulting Agreement (this “ Agreement ”) is entered into by and between Alimera Sciences, Inc., a Delaware corporation (the “ Company ”), and Kenneth Green, Ph.D. (“ Green ”), as of November 28, 2018 (the “ Effective Date ”).

RECITALS:

WHEREAS , the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;

WHEREAS , the Company and Green previously entered into that certain Amended and Restated Employment Agreement, dated as of October 23, 2014 (the “ Prior Employment Agreement ”);

WHEREAS , the Company and Green desire that Green continue to serve as Senior Vice President, Chief Scientific Officer and Global Head of Research and Development, an employee of the Company, through March 31, 2019 pursuant to the Prior Employment Agreement; and

WHEREAS , the Company and Green desire that, beginning on April 1, 2019, Green shall terminate employment as an employee of the Company and shall thereafter provide consulting services to the Company as an independent contractor and not an employee;

NOW, THEREFORE , in consideration of the promises and mutual covenants contained herein, the parties, intending to be legally bound, agree as follows:

AGREEMENT:

SECTION 1. EFFECTIVE DATE; TRANSITION

This Agreement is effective as of the Effective Date. The terms and conditions stated in the Prior Employment Agreement shall remain in effect through March 31, 2019. Effective April 1, 2019, (the “ Transition Date ”), Green shall (a) relinquish the titles and positions of Senior Vice President, Chief Scientific Officer and Global Head of Research and Development of the Company and no longer be an employee of the Company; and (b) become a consultant to the Company as an independent contractor, in accordance with and pursuant to the terms of this Agreement.

SECTION 2. DEFINITIONS

Board ” means the Board of Directors of the Company.


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Cause ” means: (i) Green’s gross negligence or willful misconduct with respect to his consulting services to the Company, including violation of any material policy of the Company that is not cured within 30 days after written notice thereof is given to Green by the Company; (ii) Green’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or (iii) Green’s engagement in any material breach of the terms of this Agreement or fails to fulfill his responsibilities under this Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within 30 days after written notice thereof is given to Green by the Company.

Code ” shall mean the Internal Revenue Code of 1986, as amended.

Competing Business ” means any business which develops, sells, or markets ophthalmic pharmaceuticals that (a) use steroids to treat diseases of the posterior segment of the eye or (b) treat diseases of the retina.

Disability ” means a condition which renders Green unable (as determined by the Board in good faith after consultation with a physician mutually selected by Green and the Board) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.

Equity ” means (i) all shares of capital stock of the Company; (ii) all options and other rights to purchase shares of capital stock of the Company; and (iii) all restricted stock units.

Good Reason ” shall mean any breach by the Company of this Agreement that is material and that is not cured within 30 days after written notice thereof to the Company from Green.

Restricted Period ” means the 12-month period beginning on the date that Green’s service as a consultant to the Company is terminated pursuant to the terms of this Agreement and a Separation occurs.

Section 409A ” means Code Section 409A, as amended, and the standards, regulations, or other guidance promulgated thereunder.

Separation ” means a “separation from service,” as defined in the regulations under Section 409A of the Code.

SECTION 3. TITLE, POWERS AND RESPONSIBILITIES

(a) Titles . Green shall continue to serve as the Senior Vice President, Chief Scientific Officer and Global Head of Research and Development of the Company until the Transition Date, when he shall (i) relinquish such titles and positions, (ii) terminate employment as an employee of the Company, and (iii) become a consultant to the Company, all in accordance with and pursuant to the terms of this Agreement.


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(b) Powers and Responsibilities as a Consultant . In Green’s role as a consultant to the Company, he shall have such powers and duties as are provided in this Agreement and as are reasonably requested by the Board or the Company’s Chief Executive Officer (the “ CEO ”) on and after the Transition Date, all in accordance with and pursuant to the terms of this Agreement. Green shall provide services as an independent contractor and not as an employee, agent, or representative of the Company.

(c) Reporting Relationship as a Consultant . In his role as a consultant, Green shall report to the CEO.

(d) Term of Service as a Consultant . Subject to the terms and conditions of this Agreement and provided that Green remain an employee of the Company through the Transition Date pursuant to the Prior Employment Agreement, Green shall serve as a consultant to the Company from the Transition Date through March 31, 2020, provided that either party may terminate this Agreement without Cause by giving notice of such termination (subject to Section 5 ). Notwithstanding the foregoing, (x) if the Company terminates Green’s service as a consultant for Cause, the term of Green’s service as a consultant shall end on the date specified by the Company that is consistent with the definition of Cause in this Agreement; or (y) if Green resigns without Good Reason at any time, the term of Green’s service as a consultant shall end ten (10) days after Green gives notice of such termination (but in no event later than March 31, 2020). This Agreement shall also terminate in the event of Disability or death as provided in Sections 5(d) and 5(e) , respectively. The period during which Green is providing services to the Company as a consultant under this Agreement is referred to as the “ Consulting Term .”

(e) Time Commitment as a Consultant . During the Consulting Term, Green shall provide consulting services to the Company for thirty-six (36) business days during the one-year period beginning on the Transition Date and continuing through March 31, 2020, as reasonably requested by the CEO or the Board. Such services shall include advising the Company on scientific and medical matters related to the Company’s products as well as new products or opportunities that the Company may be considering or actively developing. The Company and Green anticipate that the time that Green devotes to performing consulting services for the Company will be no more than 20% of the average level of services that Green performed for the Company over the thirty-six (36) months immediately preceding the Transition Date.

SECTION 4. COMPENSATION, BENEFITS, ETC.

(a) Compensation as Consultant . Effective on the Transition Date, Green’s compensation as a consultant (“ Consulting Compensation ”) shall be $406,000 for the 12-month period beginning on the Transition Date and ending on March 31, 2020, which amount may be reviewed and increased at the discretion of the Board or any committee of the Board duly authorized to take such action. The Consulting Compensation shall be payable in equal monthly installments on the 15th day of each month during the Consulting Term (with the final payment to be made on March 13, 2020 because March 15, 2020 is a Sunday). During the Consulting Term, Green agrees to pay all taxes due on amounts paid to him for services as a consultant and is solely responsible for timely remittance to appropriate authorities of all federal, state, and local taxes and changes incident to the payment of compensation for such consulting services. Without

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limitation, the parties hereto agree that the Company shall not be responsible for, nor withhold, any taxes, assessments, or other fees incurred by or on behalf of Green with respect to his consulting services, including federal, state, and local withholding taxes.

(b) Employee Benefit Plans; COBRA .

(1) Until the Transition Date, Green shall continue his participation in the employee benefit plans, programs, and policies maintained by the Company in accordance with the terms and conditions to participate in such plans, programs, and policies as in effect from time to time.

(2) Upon and after the Transition Date, Green shall no longer be eligible to participate in the employee benefit plans, programs, and policies maintained by the Company, other than through continuation coverage opportunities afforded under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”).

(3) During the Consulting Term, if Green timely elects to continue coverage under the Company’s group health plan pursuant to COBRA, then, on behalf of Green, the Company shall pay (on a monthly basis) the medical COBRA premiums of Green in the same percentage as the Company pays the premiums for active employees under the Company group health insurance plan; provided, however , that this obligation of the Company shall cease on the earlier of (A) the date when Green is no longer eligible for COBRA upon his being eligible for Medicare, (B) the date that Green is eligible to be covered under another substantially equivalent group health insurance plan provided by a subsequent employer, or (C) the date that Green is otherwise no longer eligible for COBRA coverage under the Company’s group health insurance plan.

(c) Equity . During the Consulting Term, Green shall forego his eligibility for all regular Equity awards generally awarded to executive management of the Company; provided, however , that all of Green’s outstanding Equity as of the Transition Date shall continue to vest and remain outstanding as long as Green is providing services to the Company as a consultant.

(d) Expense Reimbursements . Green shall have the right to expense reimbursements in connection with his service as a consultant in accordance with the Company’s standard policy on expense reimbursements. Any reimbursement shall (i) not be affected by any other expenses that are eligible for reimbursement in any calendar year and (ii) not be subject to liquidation or exchange for another benefit.

(e) Indemnification . The Company shall, to the maximum extent permitted by applicable law and the Company’s governing documents, indemnify Green and hold Green harmless from and against any claim, loss, or cause of action arising from or out of Green’s performance as a consultant for the Company. If any claim is asserted hereunder against Green (other than by the Company), the Company shall pay Green’s legal expenses (or cause such expenses to be paid) on a quarterly basis, provided that Green shall reimburse the Company, in a timely manner, for such amounts if Green shall be found by a final, non-appealable order of a court of competent jurisdiction not to be entitled to indemnification. The indemnification

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obligations of the Company in this paragraph shall survive any termination of this Agreement and shall be supplemental to any other rights to indemnification from the Company to which Green is entitled.

SECTION 5. TERMINATION OF SERVICE AS A CONSULTANT

(a) General . If Green is subject to a termination of service as a consultant without Cause or Green resigns as a consultant for Good Reason and a Separation occurs, then Green will be entitled to the benefits described in this Section 5 . However, Green will not be entitled to any of the benefits described in this Section 5 unless Green has (i) returned all Company Property (as defined below) in Green’s possession, and (ii) executed a general release of all claims that Green may have against the Company or persons affiliated with the Company in a form prescribed by the Company (the “ Release ”). Green must execute and return the Release on or before the date specified by the Company in the Release (the “ Release Deadline ”). The Release Deadline will in no event be later than fifty (50) days after Green’s Separation. If Green fails to return the Release on or before the Release Deadline, or if Green revokes the Release, then Green will not be entitled to the benefits described in this Section 5 .

(b) Termination of Consulting Services by the Company without Cause or by Green for Good Reason . If the Company terminates Green’s service as a consultant without Cause or Green resigns for Good Reason and a Separation occurs, the Company shall pay Green his earned but unpaid Consulting Compensation plus the remainder of the Consulting Compensation scheduled to be paid through March 13, 2020. Such payments shall be made in substantially equal monthly installments at the same time and in the same manner as Green would have received Consulting Compensation if he had continued service as a consultant. Notwithstanding the foregoing, the payments shall be made at times and in a manner that complies with Section 409A of the Internal Revenue Code, to the extent applicable. In addition, the Company shall make any COBRA payments for Green to the end of the period specified in Section 4(b)(3) .

(c) Termination by the Company for Cause or by Green without Good Reason . If the Company terminates Green’s service for Cause or Green resigns without Good Reason, the Company’s only obligation to Green to pay Consulting Compensation under this Agreement shall be to pay Green his earned but unpaid Consulting Compensation, if any, up to the date Green’s service terminates.

(d) Termination for Disability . The Company shall have the right to terminate Green’s service as a consultant on or after the date Green has a Disability, and such a termination shall be treated as a termination without Cause under this Agreement.

(e) Death . A termination of Green’s service as a consultant as a result of his death shall be treated as a termination without Cause under this Agreement.

SECTION 6. COVENANTS BY CONSULTANT

(a) Company Property . Upon the termination of Green’s service for any reason or, if earlier, upon the Company’s request, Green shall promptly return all Company Property which

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had been entrusted or made available to Green by the Company, where the term “ Company Property ” means all records, files, memoranda, reports, price lists, customer lists, drawings, plans, sketches, keys, codes, computer hardware and software and other property of any kind or description prepared, used or possessed by Green during Green’s service by the Company (and any duplicates of any such Company Property) together with any and all information, ideas, concepts, discoveries, and inventions and the like conceived, made, developed or acquired at any time by Green individually or, with others during Green’s service which relate to the Company or its products or services.

(b) Trade Secrets . Green agrees that Green shall hold in a fiduciary capacity for the benefit of the Company and its affiliates and shall not directly or indirectly use or disclose any Trade Secret that Green may have acquired (whether or not developed or compiled by Green and whether or not Green is authorized to have access to such information) during the term of Green’s service by the Company or any of its predecessors for so long as such information remains a Trade Secret, where the term “ Trade Secret ” means information, including technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing or a process that (1) derives economic value, actual or potential, from not being generally known to, and not being generally readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (2) is the subject of reasonable efforts by the Company and any of its affiliates to maintain its secrecy. This Section 6(b) is intended to provide rights to the Company and its affiliates which are in addition to, not in lieu of, those rights the Company and its affiliates have under the common law or applicable statutes for the protection of trade secrets.

(c) Confidential Information . Green, while providing services to the Company or its affiliates and for the three-year period thereafter, shall hold in a fiduciary capacity for the benefit of the Company and its affiliates, and shall not directly or indirectly use or disclose, any Confidential Information that Green may have acquired (whether or not developed or compiled by Green and whether or not Green is authorized to have access to such information) during the term of, and in the course of, or as a result of Green’s service by the Company or its predecessors without the prior written consent of the Company unless and except to the extent that such disclosure is (i) made in the ordinary course of Green’s performance of his duties under this Agreement or (ii) required by any subpoena or other legal process (in which event Green will give the Company prompt notice of such subpoena or other legal process in order to permit the Company to seek appropriate protective orders). For the purposes of this Agreement, the term “ Confidential Information ” means any secret, confidential, or proprietary information possessed by the Company or any of its affiliates, including trade secrets, customer or supplier lists, details of client or consultant contracts, current and anticipated customer requirements, pricing policies, price lists, market studies, business plans, operational methods, marketing plans, or strategies, product development techniques or flaws, computer software programs (including object code and source code), data and documentation data, base technologies, systems, structures and architectures, inventions and ideas, past, current and planned research and development, compilations, devices, methods, techniques, processes, financial information and data, business acquisition plans and new personnel acquisition plans (not otherwise included as a Trade Secret under this Agreement) that has not become generally available to the public, and the term “Confidential Information” may include future business plans, licensing strategies, advertising

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campaigns, information regarding customers or suppliers, executives, and independent contractors and the terms and conditions of this Agreement. Notwithstanding the provisions of this Section 6(c) to the contrary, Green shall be permitted to furnish this Agreement to a subsequent employer or prospective employer.

(d) Non-solicitation of Customers or Employees .

(1) Green (i) while providing services to the Company or any of its affiliates shall not, on Green’s own behalf or on behalf of any person, firm, partnership, association, corporation, or business organization, entity, or enterprise (other than the Company or one of its affiliates), solicit business for a Competing Business from customers of the Company or any of its affiliates and (ii) during the Restricted Period shall not, on Green’s own behalf or on behalf of any person, firm, partnership, association, corporation or business organization, entity or enterprise, solicit business for a Competing Business from customers or suppliers of the Company or any of its affiliates with whom Green, in the case of both clauses (i) and (ii) above, had or made material business contact within the course of Green’s service by the Company within the 24-month period immediately preceding the beginning of the Restricted Period.

(2) Green (i) while providing services to the Company or any of its affiliates shall not, either directly or indirectly, call on, solicit, or attempt to induce any other officer, employee, or independent contractor of the Company or any of its affiliates to terminate his or her employment with such business and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee, or independent contractor would commit a breach of contract by terminating his or her employment), and (ii) during the Restricted Period, shall not, either directly or indirectly, call on, solicit, or attempt to induce any other officer, employee, or independent contractor of such business with whom Green had contact, knowledge of, or association in the course of Green’s service with the Company or any of its predecessors or affiliates, as the case may be, during the 12-month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment with the Company or any of its affiliates and shall not assist any other person or entity in such a solicitation (regardless of whether any such officer, employee, or independent contractor would commit a breach of contract by terminating his or her employment). Notwithstanding the foregoing, nothing shall prohibit any person from contacting Green about employment or other engagement during the Restricted Period, provided that Green does not solicit the contact.

(e) Non-competition Obligation .

(1) Without the prior written consent of the Company, Green, while providing services to the Company or any of its affiliates and thereafter until the end of the Restricted Period, whether by himself or itself, through an affiliate, in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other person or entity within the geographical area in which the Company or any of its affiliates is actively engaged in developing, marketing and selling ophthalmic

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pharmaceuticals on the date of this Agreement, undertake, participate, or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any other person or entity in connection with the operation of, a Competing Business. Notwithstanding the preceding sentence, Green will not be prohibited from (i) owning less than 5% percent of any publicly traded corporation, whether or not such corporation is in a Competing Business or (ii) participating or engaging in any Competing Business if such participation or engagement is approved in writing by the Company in its sole discretion.

(2) Green, while providing services to the Company or any of its affiliates (but not during the Restricted Period), shall provide written notice of any consulting agreement or other consulting arrangement that Green enters into, within ten (10) days of the inception of such consulting agreement or other consulting arrangement.

(f) Reasonable and Continuing Obligations . Green agrees that Green’s obligations under this Section 6 are obligations which will continue beyond the date Green’s service terminates and that such obligations are reasonable, fair, and equitable in scope, terms and duration, are necessary to protect the Company’s legitimate business interests, and are a material inducement to the Company to enter into this Agreement.

(g) Remedy for Breach. Green agrees that the remedies at law of the Company for any actual or threatened breach by Green of the covenants in this Section 6 would be inadequate and that the Company shall be entitled to specific performance of the covenants in this Section 6 , including entry of a temporary restraining order in state or federal court, preliminary and permanent injunctive relief against activities in violation of this Section 6 , or both, or other appropriate judicial remedy, writ or order, in addition to any damages and legal expenses which the Company may be legally entitled to recover. The Company agrees, however, to give Green and, if known, Green’s attorney reasonable advance notice of any legal proceeding, including any application for a temporary restraining order, relating to an attempt to enforce the covenants in this Section 6 against Green. Green acknowledges and agrees that the covenants in this Section 6 shall be construed as agreements independent of any other provision of this Agreement or any other agreement between the Company and Green, and that the existence of any claim or cause of action by Green against the Company, whether predicated upon this Agreement or any other agreement, shall not constitute a defense to the enforcement by the Company of such covenants.

(h) Termination of Restrictive Covenants . In addition to any other right or remedy available to Green, Green shall no longer be bound by any of the restrictions set forth in this Section 6 if the Company fails to pay or to provide Green when due the amounts and benefits due hereunder or under any agreement ancillary hereto, and Green’s pursuit of such remedy shall not relieve the Company from its obligations to pay and to provide such amounts and benefits to Green.


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(i) Ownership of Inventions, Discoveries, Improvements, Etc.

(1) Green shall promptly disclose and describe to the Company all inventions, improvements, discoveries and technical developments, whether or not patentable, made or conceived by Green, either alone or with others, during such time as Green is providing services to the Company, and within one year after the date upon such service terminates, and that (i) are based in whole or in material part upon Confidential Information, or (ii) result from, or are suggested by, any work that may be done by Green for or on behalf of the Company (“ Inventions ”). Green hereby assigns and agrees to assign to the Company Green’s entire right, title, and interest in and to such Inventions (the “ Assigned Inventions ”), and agrees to cooperate with the Company both during and after such time as Green is providing services to the Company in the procurement and maintenance, at the Company’s expense and at its direction, of patents, copyright registrations, and/or protection of the Company’s rights in such Inventions. Green shall keep and maintain adequate and current written records of all such Inventions, which shall be and remain the property of the Company.

(2) If a patent application, trademark registration, or copyright registration is filed by Green or on Green’s behalf, or a copyright notice indicating Green’s authorship is used by Green or on Green’s behalf, within one year after the date on which Green’s service with the Company terminates, that describes or identifies any Invention within the scope of Green’s work for the Company or that otherwise related to a portion of the Company’s business (or any division thereof) of which Green had knowledge during such time as Green was employed with or otherwise provided service to the Company, it is to be conclusively presumed that the Invention was conceived by Green during the such time as Green was employed with or otherwise provided services to the Company. Green agrees to notify the Company promptly of any such application or registration and to assign to the Company Green’s entire right, title, and interest in such Invention and in such application or registration.

(3) If (i) Green uses or discloses any of Green’s own or any third party’s confidential information or intellectual property (collectively, “ Restricted Materials ”) when acting within the scope of Green’s service (or otherwise on behalf of the Company), or (ii) any Assigned Invention cannot be fully made, used, reproduced or otherwise exploited without using or violating any Restricted Materials, Green hereby grants and agrees to grant to the Company a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such Restricted Materials and intellectual property rights therein. Green will not use or disclose any Restricted Materials for which Green is not fully authorized to grant the foregoing license.

(4) To the extent allowed by applicable law, the terms of this Section 6(i) include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as moral rights, artist’s rights, droit moral or the like (collectively, “ Moral Rights ”). To the extent Green retains any such Moral Rights under applicable law, Green hereby ratifies and consents to any action that may be

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taken with respect to such Moral Rights by or authorized by the Company and agrees not to assert any Moral Rights with respect thereto. Green will confirm any such ratification, consent, or agreement from time to time as requested by the Company.

(j) Securities Trading Policy . Green agrees to comply with the Company’s Securities Trading Policy during the Restricted Period, and thereafter if Green has become aware of material nonpublic information during his service as a consultant or as an employee, until such information has become public or is no longer material.

(k) Release . On or before the Transition Date, Green shall enter into a general release that is reasonably satisfactory to the parties to this Agreement in which he releases all claims against the Company, with certain customary exceptions, including the obligations of the Company to Green in this Agreement.

SECTION 7. MISCELLANEOUS

(a) Notices . Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

Alimera Sciences, Inc.
6120 Windward Parkway, Suite 290
Alpharetta, Georgia 30005
Attention: Chief Executive Officer
Facsimile: 678-990-5744

Notices and communications to Green shall be sent to the address Green most recently provided to the Company.

(b) No Waiver . Except for the notice described in Section 7(a ), no failure by either the Company or Green at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.

(c) Tax Matters .

(1) Notwithstanding any provision in the Agreement to the contrary, this Agreement shall at all times be interpreted and operated in compliance with the requirements of Section 409A, to the extent applicable. Specifically, to the extent necessary to avoid the imposition of tax on Green under Section 409A, payments payable upon a termination or Separation shall be suspended until six (6) months and one day following the effective date of termination or Separation, if, immediately prior to Green’s termination or Separation, Green is a “specified employee” (within the meaning of Section 409A) and Section 409A would require the delay of such payment to avoid any penalties thereunder. Each payment hereunder shall be deemed a separate payment for purposes of Section 409A. The parties intend that no payment pursuant to this Agreement shall give

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rise to any adverse tax consequences to either party pursuant to Section 409A; provided, however , that Green acknowledges that the Company does not guarantee any particular tax treatment and that Green is solely responsible for any taxes he incurs pursuant to Section 409A, if any, as a result of this Agreement.

(2) Certain payments, distributions, and acceleration of vesting for Green made in connection with an acquisition of ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of section 280G of the Code and the regulations thereunder), can be subject to certain tax penalties under sections 280G and 4999 of the Code. This includes amounts payable or distributable pursuant to the terms of this Agreement or otherwise. The excise tax on any such payments, determined under sections 280G and 4999 of the Code, generally applies if all of Green’s parachute payments together equal or exceed 300% of his average annual W-2 compensation from the Company. Green is solely responsible for any taxes he incurs pursuant to sections 280G and 4999 of the Code.

(d) Georgia Law . This Agreement shall be governed by the laws of the state of Georgia without regard to its provisions relating to choice of law or conflicts of law. Any litigation that may be brought by either the Company or Green involving the enforcement of this Agreement or any rights, duties, or obligations under this Agreement, shall be brought exclusively in a Georgia state court or United States District Court in Georgia.

(e) Assignment . This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company. The Company may assign this Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company, and no such assignment shall be treated as a termination of Green’s service under this Agreement. Green’s rights and obligations under this Agreement are personal and shall not be assigned or transferred.

(f) Other Agreements . This Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Green’s employment relationship with the Company (except as otherwise provided in this Agreement), and this Agreement constitutes the entire agreement between the Company and Green with respect to such terms and conditions.

(g) Amendment . No amendment to this Agreement shall be effective unless it is in writing and signed by the Company and by Green.

(h) Invalidity . If any part of this Agreement is held by a court of competent jurisdiction to be invalid or otherwise unenforceable, the remaining part shall be unaffected and shall continue in full force and effect, and the invalid or otherwise unenforceable part shall be deemed not to be part of this Agreement.

(i) Litigation . In the event that either party to this Agreement institutes litigation against the other party to enforce his or its respective rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation.

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(j) Interpretation . The recitals to this Agreement shall be taken into account in the construction or interpretation of this Agreement. The words “include,” “includes,” and “including” are deemed to be followed by the phrase “without limitation.” The captions or headings of the Sections and other subdivisions of this Agreement are inserted only as a matter of convenience or reference and have no effect on the meaning of the provisions of those Sections or subdivisions. If the provisions of this Agreement require judicial interpretation, the parties agree that the judicial body interpreting or construing the Agreement may not apply the assumption that the terms must be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party that itself or through its agents prepared the instrument.

(k) Survival . The respective indemnities, representations, warranties, agreements, and covenants of the Company and Green contained in this Agreement shall survive the termination of this Agreement and shall remain in full force and effect.

[ The remainder of this page intentionally left blank ]



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IN WITNESS WHEREOF, the Company and Green have executed this Agreement in multiple originals effective as of the as of the date stated in the preamble above.

ALIMERA SCIENCES, INC.            GREEN



By: /s/ Richard S. Eiswirth                  /s/ Kenneth Green                
Richard S. Eiswirth, President and CFO        Kenneth Green, Ph.D.


Date:     November 28, 2018                 Date:     November 28, 2018            


Signature Page to Succession and Consulting Agreement of Kenneth Green, Ph.D.

Exhibit 99.1

PRIMAGE1A11.JPG     

FOR IMMEDIATE RELEASE

For press inquiries:
For investor inquiries:
Katie Brazel
CG Capital
for Alimera Sciences
for Alimera Sciences
404-317-8361
877-889-1972
kbrazel@bellsouth.net
investorrelations@cg.capital


Alimera Sciences Appoints Rick Eiswirth as Chief Executive Officer

Co-founder Dan Myers Named Non–Executive Chairman

Additional Changes to the Executive Team

ATLANTA, November 29, 2018 –Alimera Sciences, Inc. (NASDAQ: ALIM) (Alimera), a leader in the commercialization and development of prescription ophthalmic pharmaceuticals, today announced that the company’s Board of Directors has appointed Rick Eiswirth as Chief Executive Officer, effective January 2, 2019. Mr. Eiswirth will assume day-to-day leadership of the company, retain his title of President, and join Alimera’s Board of Directors. Alimera’s co-founder Dan Myers will retire as CEO, effective January 2, 2019, and will serve as Non-Executive Chairman of the Board and consultant to the company.
“Dan has piloted the company to significant growth and success during his tenure and we thank him for his strong leadership,” said James Largent, the current Chairman of the Board who will become Lead Independent Director. “The Board and I have the utmost confidence in the leadership of Rick Eiswirth as he assumes the role of CEO. Rick is a veteran of the company and has served as President for three years and CFO since 2005. His outstanding performance in these roles indicates the company is in excellent hands.”
“It has been a great honor to have co-founded and led this company over the last 15 years, and I am extremely proud of the value we have created together for patients and customers,” said Mr. Myers. “I want to thank each of our employees and our partners for their ongoing commitment to helping people with diabetic macular edema and other diseases of the back of the eye. This is the right time for me personally, and for the company, to transition to the next generation of leadership. Rick is the right person for the role.”
Mr. Eiswirth remarked: “I am incredibly excited to assume this new role and am grateful to Dan for his guidance and his confidence in providing me with increased leadership roles here at Alimera. We have a creative, talented team in place that is focused on seeking growth opportunities and maximizing the value of our ILUVIEN® asset. The opportunity that lies ahead for Alimera is significant, and the ability to lead this next chapter is both humbling and incredibly energizing.”



As part of the executive transition plan, Mr. Largent will step down as Chairman of the Board and become Lead Independent Director. Mr. Largent has served on the Company’s Board of Directors since 2011 and as Chairman since 2015.
Phil Jones, current Vice President of Finance, will be promoted to the role of Chief Financial Officer. Mr. Jones joined Alimera in 2015 as the Corporate Controller and was promoted to Vice President of Finance in 2016.
Dave Holland, currently Senior Vice President Sales and Marketing U.S., will assume the titles of Chief Marketing Officer and Senior Vice President Corporate Communications and Managed Markets. Mr. Holland co-founded the Company with Mr. Myers in 2003 and has been with Alimera in various roles since that time.
Philip Ashman, currently Senior Vice President, Managing Director Europe, will add the oversight of operations, including quality assurance, manufacturing and logistics, to his role, and assume the titles of Chief Operating Officer and Senior Vice President Commercial Operations Europe. Dr. Ashman joined the Company in 2013 as Managing Director of Europe.
“The growth of Alimera in the future will require great teamwork.” Mr. Eiswirth added. “Dave, Philip and Phil have all made valuable contributions to drive Alimera to where it is today, and I am excited for their new responsibilities as the team starts a new chapter for the Company.”
Also as part of the executive transition plan, Ken Green, currently Senior Vice President, Chief Scientific Officer and Global Head of Research & Development, has announced his retirement to be effective March 31, 2019. Dr. Green will continue as a consultant to the company.
For additional information about Alimera’s executive transition plan, please refer to Alimera’s Current Report on Form 8-K to be filed with the SEC shortly and which will be available on the SEC’s website at http://www.sec.gov.
About Alimera Sciences, Inc.
www.alimerasciences.com
Alimera, founded in June 2003, is a pharmaceutical company that specializes in the commercialization and development of prescription ophthalmic pharmaceuticals. Alimera is presently focused on diseases affecting the back of the eye, or retina, because these diseases are not well treated with current therapies and will affect millions of people in our aging populations. For more information, please visit  www.alimerasciences.com .
Forward Looking Statements
This press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Alimera’s growth opportunities, its intentions to maximize the value of ILUVIEN, and the size of the future opportunity for Alimera. Such forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual results to differ materially from those projected in its forward-looking statements. Meaningful factors which could cause actual results to differ include, but are not limited to, (a) a slowdown or reduction in Alimera’s sales due to a reduction in end user demand, unanticipated competition, regulatory issues, or other unexpected circumstances, (b) Alimera may not receive approval for non-infectious posterior uveitis for ILUVIEN in Europe, the approval process may be delayed significantly, or Alimera may be unable to meet



any post-market requirements, and (c) other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Alimera’s Annual Report on Form 10-K for the year ended December 31, 2017 and Alimera’s Quarterly Report on Form 10-Q for the three months ended September 30, 2018, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC’s website at http://www.sec.gov.

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