Form 8-K - Current report

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): February 8, 2024

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.)

6310 Town Square, Suite 400

Alpharetta, Georgia 30005

(Address of principal executive offices, including 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:


	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


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


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


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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	ALIM	The Nasdaq Stock Market LLC (Nasdaq Global Market)

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 □

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. ¨

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

On February 8, 2024, upon recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Alimera Sciences, Inc. (the “Company”), the Board approved and adopted the 2024 Equity Inducement Plan (the “Equity Inducement Plan”), and subject to the adjustment provisions of the Equity Inducement Plan, reserved 800,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for issuance of equity awards under the Equity Inducement Plan.

The Equity Inducement Plan was approved and adopted without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Equity Inducement Plan provides for grants of nonstatutory stock options, restricted stock units (time- and performance-based), stock appreciation rights, and restricted shares (each, an “Inducement Award”). In addition, the Board also approved and adopted forms of Notice of Stock Option Award and Stock Option Agreement, Notice of Performance Stock Unit Award and Performance Stock Unit Agreement, and Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement for use with the Equity Inducement Plan. The terms and conditions of the Equity Inducement Plan are intended to comply with the Nasdaq inducement award rules.

In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, the only persons eligible to receive grants of Inducement Awards are individuals who were not previously employees or directors of the Company (or following a bona fide period of non-employment), as an inducement material to the individuals’ entry into employment with the Company.

The above description of the Equity Inducement Plan and forms of award agreement thereunder is not complete and is qualified in its entirety by reference to the text of the Equity Inducement Plan and its forms of award agreement, complete copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.

‎

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Alimera Sciences, Inc. 2024 Equity Inducement Plan
10.2		Form of Stock Option Agreement under the 2024 Equity Inducement Plan
10.3		Form of Performance Stock Unit Agreement under the 2024 Equity Inducement Plan
10.4		Form of Restricted Stock Unit Agreement under the 2024 Equity Inducement Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

‎

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 thereunto duly authorized.


	ALIMERA SCIENCES, INC.

Date: February 9, 2024	By:	/s/ Elliot Maltz
	Name:	Elliot Maltz
	Title:	Chief Financial Officer

Exhibit 10.1

Alimera Sciences, Inc.

2024 Equity Inducement Plan

(As Adopted on February 8, 2024)

Alimera Sciences, Inc.
2024 Equity Inducement Plan

PURPOSE

The purpose of the Plan is to attract, retain, and motivate highly-qualified prospective officers and employees for positions of substantial responsibility by providing an inducement material to their entering into employment with the Company or any Parent or Subsidiary through a proprietary interest in the Company. The Plan seeks to achieve this purpose by providing for Awards in the form of Options, SARs, Restricted Shares, and Restricted Stock Units.

The Plan is reserved to individuals to whom the Company may issue securities without stockholder approval as a material inducement for such individuals to enter into employment with the Company within the meaning of Listing Rule 5635(c)(4). Capitalized terms used in this Plan are defined in Article 14.

ADMINISTRATION

General

. The Plan will be administered by the Administrator. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Administrator will have full power to implement and carry out this Plan, subject to applicable rules and regulations, including under the rules of any exchange on which the Common Shares are traded.

Section 16

. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3.

Powers of Administrator

. Subject to the terms of the Plan, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) construe and interpret the Plan and Awards granted under the Plan, (d) determine whether, when and to what extent an Award has become vested and/or exercisable and whether any performance-based vesting conditions, including Performance Goals, have been satisfied, (e) make, amend and rescind rules relating to the Plan, Awards and Award Agreements entered into under the Plan (subject to Article 12), including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales, (g) correct any defect, supply any omission or reconcile any inconsistency in the Plan, any Award or any Award Agreement, or (h) make all other decisions relating to the operation of the Plan and Awards granted under the Plan, or (i) delegate any of the foregoing to a subcommittee. Notwithstanding the foregoing or anything else to the contrary, any Awards to be issued hereunder must be approved by either a majority of the Company’s “Independent Directors” (as such term is defined in Listing Rule 5605(a)(2)) or the Committee, provided the Committee is comprised solely of Independent Directors in order to comply with the

exemption from the stockholder approval requirement for “inducement grants” provided under the Inducement Award Rules.

In addition, with regard to the terms and conditions of Awards granted to Service Providers outside of the United States, the Administrator may vary from the provisions of the Plan to the extent it determines it necessary or appropriate to do so.

Effect of Administrator’s Decisions

. The Administrator’s decisions, determinations and interpretations shall be final and binding on all interested parties.

SHARES AVAILABLE FOR GRANTS

Basic Limitation

. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate number of Common Shares issued under the Plan shall not exceed 800,000 Common Shares and the additional Common Shares described in Article 3.2. The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan. The Company shall reserve and keep available such number of Common Shares as will be sufficient to satisfy the requirements of the Plan. The numerical limitation in this Article 3.1 shall be subject to adjustment pursuant to Article 9.

Shares Returned to Reserve

. To the extent that Options, SARs, Restricted Stock Units or Other Awards are forfeited, cancelled or expire for any reason before being exercised or settled in full, the Common Shares subject to such Awards shall again become available for issuance under the Plan. If SARs are exercised or Restricted Stock Units are settled, then only the number of Common Shares (if any) actually issued to the Participant upon exercise of such SARs or settlement of such Restricted Stock Units, as applicable, shall reduce the number of Common Shares available under Article 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or Common Shares issued upon the exercise of Options are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason, then such Common Shares shall again become available for issuance under the Plan. Common Shares applied to pay the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in cash rather than Common Shares, the cash settlement shall not reduce the number of Common Shares available for issuance under the Plan.

Awards Not Reducing Share Reserve in Article 3.1

. To the extent permitted under applicable stock exchange listing standards, any dividend equivalents paid or credited under the Plan with respect to Restricted Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not such dividend equivalents are converted into Restricted Stock Units.

ELIGIBILITY

Participants shall be such Service Providers to whom the Company may issue securities without stockholder approval in accordance with the Inducement Award Rules, as selected from time to time by the Administrator in its sole discretion. A person who previously served as a Service Provider will not be eligible to receive Awards, other than following a bona fide period of non-employment, and Awards may not be granted to Consultants or Outside Directors for service in such capacities.

OPTIONS

Stock Option Agreement

. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. All Options shall be NSOs. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

Number of Shares

. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall be subject to adjustment in accordance with Article 9.

Exercise Price

. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market Value on the date of grant.

Exercisability and Term

. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become vested and exercisable. The vesting and exercisability conditions applicable to the Option may include service-based conditions, performance-based conditions (including the Performance Goals), such other conditions as the Administrator may determine, or any combination of such conditions. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term if the Optionee ceases to be a Service Provider.

Death of Optionee

. After an Optionee’s death, any vested and exercisable Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee may be exercised by his or her estate.

Payment for Option Shares

. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price in any one or a combination of the following forms or methods:

(a) Subject to any conditions or limitations established by the Administrator, by surrendering, or attesting to the ownership of, a number of Common Shares already owned by the Optionee with a Fair Market Value on the date when the new Common Shares are purchased under the Plan that equals the aggregate Exercise Price;

(b) By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company;

(c) Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise procedure; or

(d) In any other form or method consistent with applicable laws, regulations and rules.

STOCK APPRECIATION RIGHTS

SAR Agreement

. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

Number of Shares

. Each SAR Agreement shall specify the number of Common Shares to which the SAR pertains, which number shall adjust in accordance with Article 9.

Exercise Price

. Each SAR Agreement shall specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value on the date of grant.

Exercisability and Term

. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become vested and exercisable. The vesting and exercisability conditions applicable to the SAR may include service-based conditions, performance-based conditions (including the Performance Goals), such other conditions as the Administrator may determine, or any combination thereof. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years from the date of grant. A SAR Agreement may provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term if the Optionee ceases to be a Service Provider.

Exercise of SARs

. Upon exercise of a SAR, the Optionee (or, after his or her death, such Optionee’s beneficiaries or estate, as applicable pursuant to Article 6.6) shall receive from the Company (a) Common Shares, (b) cash, or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is less than the Fair Market Value on such date but a portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also provide for an automatic exercise of the SAR on an earlier date.

Death of Optionee

. After an Optionee’s death, any vested and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the Optionee at the time of his or her death may be exercised by his or her estate.

RESTRICTED SHARES

Restricted Stock Agreement

. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement between the recipient of the Restricted Shares and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Agreements entered into under the Plan need not be identical.

Payment for Awards

. Restricted Shares may be sold or awarded under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of outstanding Options or SARs, promissory notes (to the extent permitted by Section 13(k) of the Exchange Act), past services and future services, and such other methods of payment as are permitted by applicable law.

Vesting Conditions

. Each Award of Restricted Shares may or may not be subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals.

Voting and Dividend Rights

. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Award with respect to which the dividends were paid. In addition, unless the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.

RESTRICTED STOCK UNITS

Restricted Stock Unit Agreement

. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical.

Payment for Awards

. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.

Vesting Conditions

. Each Award of Restricted Stock Units may or may not be subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. Vesting conditions may include service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. Such conditions, at the Administrator’s discretion, may include one or more Performance Goals. A Restricted Stock Unit Agreement may provide for accelerated vesting upon certain specified events.

Voting and Dividend Rights

. The holders of Restricted Stock Units shall have no voting rights. The Restricted Stock Unit Agreement may, at the Administrator’s discretion, provide for a right to dividend equivalents prior to settlement or forfeiture of the Restricted Stock Units awarded under the Plan. Such right entitles the holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Restricted Stock Unit is outstanding. Dividend equivalents may be converted into additional Restricted Stock Units. Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach.

Form and Time of Settlement of Restricted Stock Units

. Vested Restricted Stock Units may be settled in the form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the number included in the original Award, based on predetermined performance factors, including Performance Goals. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average value of Common Shares over a series of trading days. Vested Restricted Stock Units shall be settled in such manner and at such time(s) as specified in the Restricted Stock Unit Agreement. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Article 9.

Death of Recipient

. Any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s beneficiary or beneficiaries. Each recipient of Restricted Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Restricted Stock Units that become payable after the recipient’s death shall be distributed to the recipient’s estate.

Creditors’ Rights

. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS

Adjustments

. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares, or a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares or any other increase or decrease in the number of issued Common Shares effected without receipt of consideration by the Company, proportionate adjustments shall automatically be made to the following:

(e) The number and kind of shares available for issuance under Article 3, including the numerical share limit in Article 3.1;

(f) The number and kind of shares covered by each outstanding Option, SAR, and Restricted Stock Unit; and/or

(g) The Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any, applicable to each outstanding Restricted Share.

In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that has a material effect on the price of Common Shares, or in the event of a recapitalization, a spin-off or a similar occurrence, the Administrator may make such adjustments as it, in its sole discretion, deems appropriate to the foregoing. Any adjustment in the number of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share. Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class.

Dissolution or Liquidation

. To the extent not previously exercised or settled, Options, SARs and Restricted Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company.

Change in Control

. In the event of a Change in Control, all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the Change in Control shall be treated in the manner described in the definitive transaction agreement (or, in the event the Change in Control transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator may include (without limitation) one or more of the following with respect to each outstanding Award:

(h) The continuation of such outstanding Award by the Company (if the Company is the surviving entity);

(i) The assumption of such outstanding Award by the surviving entity or its parent, provided that the assumption of an Option or a SAR shall comply with applicable tax requirements;

(j) The substitution by the surviving entity or its parent of an equivalent award for such outstanding Award (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option or a SAR shall comply with applicable tax requirements;

(k) In the case of an Option or SAR, the cancellation of such Award without payment of any consideration. An Optionee shall be able to exercise his or her outstanding Option or SAR, to the extent such Option or SAR is then vested or becomes vested as of the effective time of the transaction, during a period of not less than five full business days preceding the closing date of the transaction, unless (i) a shorter period is required to permit a timely closing of the transaction and (ii) such shorter period still offers the Optionees a reasonable opportunity to

exercise such Option or SAR. Any exercise of such Option or SAR during such period may be contingent on the closing of the transaction;

(l) The cancellation of such Award and a payment to the Participant with respect to each share subject to the portion of the Award that is vested or becomes vested as of the effective time of the transaction equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction, over (if applicable) (B) the per-share Exercise Price of such Award (such excess, if any, the “Spread”). Such payment may be made in installments and may be deferred until the date or dates when such Award would have become exercisable or the Common Shares subject to such Award would have vested. Such payment may be subject to vesting based on the Participant’s continuing to be a Service Provider, provided that the vesting schedule shall not be less favorable to the Participant than the schedule under which such Award would have become exercisable or such Common Shares subject to such Award would have vested. Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of Common Shares, but only to the extent the application of such provisions does not adversely affect the status of the Award as exempt from Section 409A. If the Spread applicable to an Award (whether or not vested) is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. In the event that an Award is subject to Section 409A, the payment described in this Article 9.3(e) shall be made on the settlement date specified in the applicable Award Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4). For purposes of this Article 9.3(e), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security; or

(m) The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights.

For the avoidance of doubt, the Administrator shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with the Participant ceasing to be a Service Provider following a transaction.

Any action taken under this Article 9.3 shall either preserve an Award’s status as exempt from Section 409A or comply with Section 409A.

LIMITATION ON RIGHTS

Retention Rights

. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of incorporation and by-laws and a written employment agreement (if any).

Stockholders’ Rights

. Except as set forth in Article 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

Regulatory Requirements

. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained.

Transferability of Awards

. The Administrator may, in its sole discretion, permit transfer of an Award in a manner consistent with applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution. In no event may an Award be transferred for any consideration including (without limitation) in exchange for cash or securities.

Recoupment Policy

. All Awards granted under the Plan, all amounts paid under the Plan and all Common Shares issued under the Plan shall be subject to recoupment, clawback or recovery by the Company in accordance with applicable law and with the Company’s clawback policy (whenever adopted), whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other applicable law, as well as any implementing regulations and/or listing standards thereunder.

Other Conditions and Restrictions on Common Shares

. Any Common Shares issued under the Plan shall be subject to such forfeiture conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage.

TAXES

General

. It is a condition to each Award under the Plan that a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection with any Award

granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan unless such obligations are satisfied.

Share Withholding

. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including any restrictions required by SEC, accounting or other rules.

Section 409A Matters

. Except as otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under the Plan either be exempt from, or comply with, the requirements of Section 409A. To the extent an Award is subject to Section 409A (a “409A Award”), the terms of the Plan, the Award, and the Award Agreement shall be interpreted to comply with the requirements of Section 409A so that the Award is not subject to additional tax or interest under Section 409A, unless the Administrator expressly provides otherwise. A 409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Section 409A. In this regard, if any amount under a 409A Award is payable upon a “separation from service” to an individual who is considered a “specified employee” (as each such term is defined under Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Section 409A(a)(1).

Limitation on Liability

. Neither the Company nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent.

ARTICLE 2. FUTURE OF THE PLAN.

2.1 Term of the Plan. This Plan shall become effective on February 8, 2024. Unless earlier terminated as provided in Article 12.2, the Plan shall remain in until the tenth (10th) year anniversary of the date of such effective date.

2.2 Amendment and Termination. The Board may, at any time and for any reason, amend or terminate the Plan in compliance with the Listing Rules. No Awards shall be granted under the Plan after the termination thereof. The Administrator may, at any time, amend or cancel any outstanding Award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding Award without the holder’s consent. Nothing in this Article 12.2 shall limit the Administrator’s authority to take any action permitted pursuant to Article 9.

ARTICLE 3. GOVERNING LAW.

The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions).

DEFINITIONS

1.1 “Administrator” means the Committee or the Board acting as the Committee administering the Plan in accordance with Article 2 (subject to the requirements of Section 2.3).

1.2 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.

1.3 “Award” means any award of an Option, a SAR, a Restricted Share, or a Restricted Stock Unit under the Plan.

1.4 “Award Agreement” means a Stock Option Agreement, a SAR Agreement, a Restricted Stock Agreement, or a Restricted Stock Unit Agreement evidencing the applicable Award.

1.5 “Board” means the Company’s Board of Directors, as constituted from time to time.

1.6 “Change in Control” means (a) 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 corporate reorganization, own immediately after such merger, consolidation or other corporate 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 (b) 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. Section 1.409A-3(i)(5).

3.1 “Code” means the Internal Revenue Code of 1986, as amended.

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

3.3 “Common Share” means one share of the Company’s common stock.

3.4 “Company” means Alimera Sciences, Inc., a Delaware corporation.

3.5 “Consultant” means a consultant or adviser who is not an Employee or Outside Director and who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act. Consultants are not eligible to receive Awards with respect to their service in such capacity.

3.6 “Employee” means a common‑law employee of the Company, a Parent, a Subsidiary or an Affiliate.

3.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

3.8 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common Share in determining the amount payable upon exercise of such SAR.

3.9 “Fair Market Value” means the closing price of a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator deems reliable. If Common Shares are not traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The Administrator’s determination shall be conclusive and binding on all persons. Notwithstanding the foregoing, the determination of the Fair Market Value in all cases shall be in accordance with the requirements set forth under Section 409A to the extent necessary for an Award to comply with, or be exempt from, Section 409A.

3.10 “Inducement Award Rules” means Listing Rule 5635(c)(4) and the related guidance under NASDAQ IM 5635-1 and any analogous rules or guidance effective after the date hereof.

3.11 “Listing Rule” means the Listing Rules of The NASDAQ Stock Market LLC. Reference to any Listing Rule will include the terms and conditions of the Listing Rule and any applicable Interpretive Material and other guidance issued under the Listing Rule.

3.12 “NSO” means an Option that by its terms does not qualify as an incentive stock option under Section 422 of the Code.

3.13 “Option” means a stock option granted under the Plan and entitling the holder thereof to purchase Common Shares.

3.14 “Optionee” means an individual or estate holding an Option or SAR.

3.15 “Outside Director” means a member of the Board who is not an Employee. Members of the Board are not eligible to receive Awards with respect to their service in such capacity.

3.16 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date.

3.17 “Participant” means an individual or estate holding an Award.

3.18 “Performance Goal” means a goal established by the Administrator for the applicable Performance Period based on one or more of the performance criteria set forth in Appendix A. Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit, division,

Subsidiary, Affiliate or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates.

3.19 “Performance Period” means a period of time selected by the Administrator over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to an Award of Restricted Shares or Restricted Stock Units that vests based on the achievement of Performance Goals. Performance Periods may be of varying and overlapping duration, at the discretion of the Administrator.

3.20 “Plan” means this Alimera Sciences, Inc. 2024 Equity Inducement Plan, as amended from time to time.

3.21 “Restricted Share” means a Common Share awarded under the Plan.

3.22 “Restricted Stock Agreement” means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

3.23 “Restricted Stock Unit” means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.

3.24 “Restricted Stock Unit Agreement” means the agreement consistent with the terms of the Plan between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

3.25 “SAR” means a stock appreciation right granted under the Plan.

3.26 “SAR Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her SAR.

3.27 “Section 409A” means Section 409A of the Code and the regulations and other guidance promulgated thereunder.

3.28 “Securities Act” means the Securities Act of 1933, as amended.

3.29 “Service Provider” means any Employee, Outside Director, or Consultant. For the avoidance of doubt, no Outside Director or Consultant may receive an Award with respect to such individual’s service in such capacity.

3.30 “Stock Option Agreement” means the agreement consistent with the terms of the Plan between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

3.31 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

DATE APPROVED BY BOARD OF DIRECTORS: February 8, 2024

Appendix A

Performance Criteria

The Administrator may establish Performance Goals derived from one or more of the following criteria when it makes Awards of Restricted Shares or Restricted Stock Units that vest entirely or in part on the basis of performance:

· Earnings (before or after taxes)	· Sales or revenue
· Earnings per share	· Expense or cost reduction
· Earnings before interest, taxes and depreciation	· Working capital
· Earnings before interest, taxes, depreciation and amortization	· Economic value added (or an equivalent metric)
· Total stockholder return	· Market share
· Return on equity or average stockholders’ equity	· Cash measures including cash flow and cash balance
· Return on assets, investment or capital employed	· Operating cash flow
· Operating income	· Cash flow per share
· Gross margin	· Share price
· Operating margin	· Debt reduction
· Net operating income	· Customer satisfaction
· Net operating income after tax	· Stockholders’ equity
· Return on operating revenue	· Contract awards or backlog
· Objective corporate or individual strategic goals	· Objective individual performance goals
· Other measures of performance selected by the Administrator

Exhibit 10.2

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Notice of Stock Option Award

Pursuant to the Alimera Sciences, Inc. 2024 Equity Inducement Plan (the “Inducement Plan”), Alimera Sciences, Inc. (the “Company”) hereby grants you the following option (the “Option”) to purchase shares of the Company’s common stock (the “Common Shares”), subject to the terms and conditions set forth in this Notice of Stock Option Award (this “Award Notice”), in the Stock Option Agreement (the “Agreement”) and in the Inducement Plan, both of which are attached to, and made a part of, this Award Notice:


Name of Participant:	«Name»
Total Number of Common Shares Subject to Option:	«TotalShares»
Type of Option:	NSO
Exercise Price per Common Share:	«PricePerShare»
Date of Grant:	«DateGrant»
Expiration Date:	«ExpDate» or earlier as set forth in the Agreement.
Vesting Commencement Date:	«VestDate»
Vesting Schedule:	The Option will vest and become exercisable with respect to the first «Percent»% of the Common Shares subject to this Option when you complete «Period» months of continuous service with the Company (“Service”) as a Service Provider beginning on the Vesting Commencement Date. The Option will vest and become exercisable with respect to an additional «Percent»% of the Common Shares subject to this Option for each additional month of continuous Service that you complete thereafter.

Accelerated Vesting:

Subject to your timely execution and non-revocation of the Release (as such term is defined in your employment agreement), the extent to which you may purchase Common Shares under the Option may be accelerated in the following circumstances:

if your Service is terminated by the Company without Cause or if you resign for Good Reason (as such terms are defined in your employment agreement), then the Option, to the extent outstanding and unvested, will become immediately vested and exercisable with respect to the portion of the Option that would have become vested and exercisable as if you had remained in continuous Service with the Company or other Service Recipient (as defined in the Agreement) through the date that is twelve (12) months following your termination of Service;

in the event that any transaction resulting in a Change in Control occurs, and within three (3) months prior to the Change in Control, on the Change in Control, or within twelve (12) months after the Change in Control, your Service is terminated by the Company without Cause or if you resign for Good Reason, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control; or

in the event of a termination of your Service due to your Disability (as such term is defined in your employment agreement) or your death, then 100% of the then-unvested portion of the Option will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control.

Post-Termination Exercise Period:

The Option will be exercisable for three (3) months after you cease to be a Service Provider, unless such termination is due to your death or Disability, in which case the Option will be exercisable for twelve (12) months after the date of your death or six (6) months after your Disability, as applicable. Notwithstanding the foregoing, in no event may the Option be exercised after the Expiration Date as provided above and may be subject to earlier termination as provided in the Agreement.

This Option is not intended to be an “incentive stock option” under Section 422 of the Code. For the avoidance of doubt, this Award is not issued under the Company’s 2023 Equity Incentive Plan. This Award is granted to you in connection with your entry into employment with the Company and is an inducement material to your entry into employment within the meaning of Listing Rule 5635(c)(4). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Inducement Plan.

The Company may, in its sole discretion, deliver any documents relating to the Inducement Plan and this Option that the Company is required to deliver to you (including, without limitation, prospectuses, annual reports and proxy statements) by email or other electronic means (including by posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Inducement Plan through any

on-line or electronic system established and maintained by the Company or another third party designated by the Company.

You acknowledge that you have received and read this Award Notice, the Agreement, and the Inducement Plan. By electronically accepting this Award, you agree to all of the terms and conditions described in this Award Notice, the Agreement, and the Inducement Plan.

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Stock Option Agreement



Award of Option	Subject to all of the terms and conditions set forth in the Inducement Plan, the Award Notice, and this Agreement, the Company has granted you the Option to purchase up to the total number of Common Shares specified in the Award Notice at the Exercise Price indicated therein. All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Award Notice, or the Inducement Plan.
Tax Treatment	The Option is intended to be an NSO.
Vesting	Subject to the paragraph below (Termination of Service), the Option vests and becomes exercisable in accordance with the vesting schedule set forth in the Award Notice. In no event will the Option vest or become exercisable for additional Common Shares after your Service has terminated for any reason, unless expressly provided herein or in the Inducement Plan.
Term of Option	The Option expires in any event at the close of business at Company headquarters on the Expiration Date, which is the 10th anniversary of the Date of Grant, as shown in the Award Notice. This option will expire earlier if your Service terminates earlier, as described below, or in connection with certain corporate transactions as described in Article 9 of the Inducement Plan.

Termination of Service

If your Service terminates for any reason, the Option will terminate to the extent it is unvested as of the date on which you cease to be a Service Provider (the “Termination Date”). Service during only a portion of a vesting period shall not entitle you to vest in a pro-rata portion of the Option.

For purposes of the Option, your Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are a Service Provider or the terms of your employment or other Service agreement, if any) as of the Termination Date and will not be extended by any notice period (e.g., your Service will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are a Service Provider). The Administrator shall have exclusive discretion to determine when your Service terminates for all purposes of the Option (including when you are no longer considered to be providing Service while on leave of absence), subject to the other terms of this Agreement.

Unless otherwise expressly provided herein, in the Inducement Plan, or determined by the Administrator pursuant to the terms of the Inducement Plan, (i) your right to vest in the Option, if any, will terminate as of the Termination Date, and (ii) any applicable Post-Termination Exercise Period (as set forth in the Award Notice) during which you may exercise the then-vested portion of the Option will commence on the Termination Date.

Leaves of Absence and Part-Time Work

For purposes of the Option, your Service does not terminate when you go on a military leave, a medical leave, or another bona fide leave of absence, if the leave was approved in writing by the Company or, if applicable, by a Parent, Subsidiary or Affiliate to which you are rendering Service (each, a “Service Recipient”, and collectively with the Company, the “Service Recipients”), and if continued crediting of Service is required by applicable law, the Service Recipient’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you return to active work immediately upon the end of such leave.

If you go on a leave of absence, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s part-time work policy, the terms of your agreement with the Company with respect to such part-time schedule, or so that the rate of vesting is commensurate with your reduced work schedule, as applicable, to the extent permitted by applicable law.

Notice of Exercise

To exercise the Option, you must notify the Company by filing the proper “Notice of Exercise” form at the address given on the form. Your notice must specify how many Common Shares you wish to purchase. The notice will be effective when the Company receives it. If someone else wants to exercise the Option after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. You may only exercise the Option for whole shares.

Method of Payment

When you submit your Notice of Exercise, you must make arrangements for the payment of the Exercise Price for the Common Shares that you are purchasing. To the extent permitted by applicable law, payment may be made in one (or a combination of two or more) of the following forms:

By wire transfer or immediately available funds.

By delivering to the Company a personal check, a cashier’s check or a money order.

By giving to a securities broker approved by the Company irrevocable directions to sell all or part of the Common Shares subject to the Option and to deliver to the Company, from the sale proceeds, an amount sufficient to pay the aggregate Exercise Price and any Tax-Related Items (as defined below). The balance of the sale proceeds, if any, will be delivered to you. The directions must be given in accordance with the instructions of the Company and the broker. This exercise method is sometimes called a “same-day sale.”

The Administrator may permit other forms of payment in its discretion to the extent permitted by the Inducement Plan.

No Voting Rights or Dividends

Your Option carries neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your Option is exercised and Common Shares are issued to you in accordance with this Agreement and the Inducement Plan.

Tax-Related Items	The Option is intended to be exempt from the application of Section 409A and shall be administered and interpreted in a manner that complies with such exception. Notwithstanding the foregoing, regardless of any action the Service Recipient takes with respect to the Option or to any or all income tax, social insurance, payroll tax, or other tax-related items related to the Option, your participation in the Inducement Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility. You further acknowledge that the Service Recipient (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with the Option, including, but not limited to, the grant, vesting or exercise of the Option, the issuance of Common Shares upon exercise of the Option, the subsequent sale of Common Shares acquired pursuant to such exercise, and the receipt of any dividends and/or any dividend equivalents; and (2) does not commit to, and is under no obligation to, structure the terms of the Option to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Neither the Service Recipient nor the Administrator shall have any liability to you if this Option fails to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Service Recipient may be required to withhold or account for Tax-Related Items in each such jurisdiction.
Withholding Taxes	You may not exercise the Option unless you make arrangements acceptable to the Service Recipient to pay any Tax-Related Items that the Service Recipient determines must be paid. These arrangements include payment in cash or via the same-day sale procedure described above. With the Company’s consent, these arrangements may also include (a) withholding Common Shares that otherwise would be issued to you when you exercise the Option with a value equal to your withholding obligation, (b) surrendering Common Shares that you previously acquired with a value equal to the withholding taxes, or (c) withholding cash from other compensation to the extent permitted under applicable law. The withheld or surrendered Common Shares will be valued at their Fair Market Value as of the date when taxes otherwise would have been withheld in cash, and will be applied to the Tax-Related Items.
Restrictions on Exercise / Compliance with Law	Notwithstanding any other provision in the Inducement Plan or this Agreement, the Company will not permit you to exercise the Option if the exercise of the Option and the issuance of Common Shares at that time would violate any applicable law or regulation, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Common Shares underlying the Option, as determined by the Administrator.

Transfer of Option	Prior to your death, only you may exercise the Option. The Option may not be sold, transferred, pledged, assigned, encumbered or otherwise alienated, hypothecated or disposed of, other than by will or by the laws of descent and distribution. Any attempted sale, transfer, pledge, assignment, exchange, alienation hypothecation or disposition of the Option in violation of this Agreement will be invalid. You may, however, dispose of the Option in your will or by means of a written beneficiary designation (as set forth in the Inducement Plan and to the extent such beneficiary designation is valid under applicable law), which must be filed with the Company on the proper form; provided, however, that your beneficiary or a representative of your estate (as applicable) acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Inducement Plan as if such beneficiary or representative of the estate were you. Regardless of any marital property settlement agreement, the Company is not obligated to honor a Notice of Exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest (if any) in the Option in any other way.
Further Acknowledgments	By accepting the Option, you acknowledge, understand and agree that: (a) the grant of the Option is exceptional, voluntary and intended as an employment inducement award as set forth in the Award Notice; (b) this Agreement does not alter the at-will nature of your Service relationship; (c) this Agreement does not interfere with the ability of the Company to terminate your status as an Employee or other Service Provider; and (d) no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of your Service.
Adjustments	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of Common Shares covered by the Option and the Exercise Price will be adjusted pursuant to the Inducement Plan.
Effect of a Change in Control Transaction	In the event of a Change in Control transaction, the Option will be subject to the provisions of Article 9.3 of the Inducement Plan.
Recoupment Policy	The Option, and the Common Shares acquired upon exercise of the Option, shall be subject to any Company recoupment or clawback policy in effect from time to time.
No Advice Regarding Award	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Inducement Plan. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Inducement Plan before taking any action related to the Option.

Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you and the Company agree to submit and consent to the sole and exclusive jurisdiction of the courts of the State of Georgia, or the federal courts for Fulton County, Georgia, and no other courts, regardless of where the Award was made.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement or the Inducement Plan shall not operate or be construed as a waiver of any other provision of this Agreement or the Inducement Plan, or of any subsequent breach by you or any other Participant.
Notices	Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to you at the address on file with the Company or, in either case, at such other address as you may subsequently furnish to the Company in writing.
The Inducement Plan and Other Agreements	The text of the Inducement Plan is incorporated in this Agreement by reference. The Inducement Plan, this Agreement, and the Award Notice constitute the entire understanding between you and the Company regarding the Option. Any prior agreements, commitments or negotiations concerning the Option are superseded hereby. Except to the extent permitted under the Inducement Plan, this Agreement may be amended only by another written agreement executed by you and the Company.

BY ELECTRONICALLY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT, IN THE AWARD NOTICE, AND IN THE INDUCEMENT PLAN.

Exhibit 10.3

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Notice of Performance Stock Unit Award

Pursuant to the Alimera Sciences, Inc. 2024 Equity Inducement Plan (the “Inducement Plan”), Alimera Sciences, Inc. (the “Company”) hereby grants you the following Performance Stock Units (“PSUs”), each representing the right to receive one share of the Company’s common stock (a “Common Share”), subject to the terms and conditions set forth in this Notice of Performance Stock Unit Award (this “Award Notice”), in the Performance Stock Unit Agreement (the “Agreement”) and in the Inducement Plan, both of which are attached to, and made a part of, this Award Notice.


Name of Participant:	«Name»
Total Number of PSUs:	«TotalShares»
Date of Grant:	«DateGrant»
Vesting Schedule:	The PSUs subject to this Award will vest to the extent the Performance Goals (as defined below) are achieved, subject to your continued service as an Employee (“Service”) through the applicable vesting date.
Performance Period:	Three measurement years beginning January 1, 2024 and ending December 31, 2026

Performance Goals:

Common Shares covered by this PSU Award will become eligible to vest based upon the achievement of either one of the following performance criteria (the “Performance Goals”):

Revenue Target: The PSUs will vest in three tranches, subject to the achievement of the following milestones, as determined by the Administrator following the completion of the Company’s audited financial statements for the applicable measurement year. Each tranche will vest if (a) the Company’s audited revenue for the applicable measurement year equals or exceed that annual revenue target set forth below for the applicable year and (ii) the Adjusted EBITDA (as defined below) exceeds 20% of revenue in such year (the “Revenue Target”):

Measurement Year	Number of PSUs per Measurement Year	Revenue Target per Measurement Year
2024		$(___________)
2025		$(___________)
2026		$(___________)

If the Revenue Target is not satisfied for a measurement year, no PSUs will vest for that measurement year unless the PSUs for such year have previously vested as a result of satisfaction of the Stock Price Target Performance Goal (discussed below) during or prior to such measurement year. For the avoidance of doubt, if the Revenue Target Performance Goal is not met in one of the measurement years set forth above, the Common Shares subject to the PSUs for such measurement year shall not be eligible to vest in a later year as a result of subsequent Revenue Target Performance Goal being met.

“Adjusted EBITDA” means the Company’s earnings before interest expense, taxes and depreciation and amortization and further adjusted as reported in the Company’s financial statements as filed with the Securities and Exchange Commission.

Stock Price Target: Notwithstanding the Revenue Target Performance Goal, the PSUs will vest in three tranches, subject to the achievement of the following milestones. For any measurement year, the applicable Common Shares subject to the PSUs will vest if the per share closing price of the Common Shares equals or exceeds the price in the table below for any 20 trading days within any 30-trading day period during the applicable measurement year (subject to adjustments in accordance with this Agreement and the Inducement Plan) (the “Stock Price Target”):


Measurement Year	Number of PSUs per Measurement Year	Closing Price of Share of Stock
2024		$(____)
2025		$(____)
2026		$(____)

If neither of the Performance Goals is satisfied for a measurement year, no PSUs will vest for that measurement year; however, if the Stock Price Target for a future year is achieved in a prior year, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year.

Accelerated Vesting:

Subject to your timely execution and non-revocation of the Release (as such term is defined in your employment agreement), the vesting of any unvested PSUs may be accelerated in the following circumstances and to the following extent:

100% of your unvested PSUs will vest for the measurement year in which a Change in Control occurs: (a) if the pro-rated annual revenue and Adjusted EBITDA as of the date of the Change in Control, annualized, would exceed the Revenue Target for the year in which the Change in Control occurs (i.e., the trajectory of the revenue for the year is on pace to exceed the Revenue Target in the year of the Change in Control as of the date of the Change in Control), as determined by the Administrator; or (b) if your Service is terminated by the Company (or its successor) without Cause or if you resign for Good Reason (as such terms are defined in your employment agreement), in each case, within three (3) months prior to the Change in Control, on the Change in Control, or within twelve (12) months after the Change in Control. For the avoidance of doubt, (x) PSUs that did not vest in a prior year because the applicable Revenue Target milestone was not satisfied or the Stock Price Target milestone was not satisfied shall not be subject to any acceleration of vesting and (y) PSUs that have not vested because the applicable measurement year has not yet occurred as of the Change in Control shall not be subject to any acceleration of vesting under the Revenue Target milestone; provided, however, that, if the per-share closing price of the Common Shares equals or exceeds the Stock Price Target, disregarding the trading day requirement, for a future year upon the Change in Control, then the number of vested PSUs shall be accelerated to include the number of PSUs that would have vested in such future year.

in the event of a termination of your Service due to your Disability (as such term is defined in your employment agreement) or your death, then 100% of the then-unvested portion of the PSUs will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control.

This Award is granted to you in connection with your entry into employment with the Company and is an inducement material to your entry into employment within the meaning of Listing Rule 5635(c)(4). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Inducement Plan.

The Company may, in its sole discretion, deliver any documents relating to the Inducement Plan and this Award that the Company is required to deliver to you (including, without limitation, prospectuses, annual reports and proxy statements) by email or other electronic means (including by posting them on a website maintained by the Company or a third party under contract with the Company). You hereby consent to receive such documents by electronic delivery and agree to participate in the Inducement Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Performance Stock Unit Agreement


Award of PSUs	Subject to all of the terms and conditions set forth in the Inducement Plan, the Award Notice, and this Agreement, the Company has granted you the number of PSUs specified in the Award Notice. All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Award Notice, or the Inducement Plan.
Company’s Obligations	Your PSUs are bookkeeping entries. Each PSU represents an unfunded and unsecured obligation of the Company to issue a Common Share on the Settlement Date (as set forth below), subject to the terms and conditions of this Agreement, the Award Notice and the Inducement Plan. As a holder of PSUs, you have no rights other than the rights of a general creditor of the Company.
Vesting	Subject to the next paragraph (Termination of Service), the PSUs vest in accordance with the vesting schedule set forth in the Award Notice. In no event will any unvested PSUs vest after your Service has terminated for any reason unless expressly provided herein or in the Inducement Plan.
Termination of Service	If your Service terminates for any reason, your PSUs will terminate to the extent that they have not vested on the date on which you cease to be a Service Provider (the “Termination Date”). Service during only a portion of a vesting period shall not entitle you to vest in a pro-rata portion of the PSUs. For purposes of the PSUs, your Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are a Service Provider or the terms of your employment or other Service agreement, if any) as of the Termination Date and will not be extended by any notice period (e.g., your Service will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are a Service Provider). The Administrator shall have exclusive discretion to determine when your Service terminates for all purposes of the PSUs (including when you are no longer considered to be providing Service while on leave of absence), subject to the other terms of this Agreement.

Leaves of Absence and Part-Time Work	For purposes of the PSUs, your Service does not terminate when you go on a military leave, a medical leave, or another bona fide leave of absence, if the leave was approved in writing by the Company or, if applicable, by a Parent, Subsidiary or Affiliate to which you are rendering Service (each, a “Service Recipient”, and collectively with the Company, the “Service Recipients”), and if continued crediting of Service is required by applicable law, the Service Recipient’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you return to active work immediately upon the end of such leave. If you go on a leave of absence, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s part-time work policy, the terms of your agreement with the Company with respect to such part-time schedule, or so that the rate of vesting is commensurate with your reduced work schedule, as applicable, to the extent permitted by applicable law.
Settlement of PSUs	Vested PSUs will be settled in the form of Common Shares as soon as practicable on or following the end of each measurement year within the Performance Period. As soon as administratively practicable following the end of a measurement year, the Administrator will determine whether and to what extent the Performance Goals have been met for the measurement year and will certify the number of PSUs that vest for the measurement year, subject to your continued Service through such measurement year.
Section 409A	Unless you and the Company have agreed to a deferred settlement date (pursuant to procedures that the Company may prescribe at its discretion), settlement of the PSUs is intended to be exempt from the application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) and shall be administered and interpreted in a manner that complies with such exception. Each installment of PSUs that vests is hereby designated as a separate payment for purposes of Section 409A. Notwithstanding the foregoing, neither the Service Recipient nor the Administrator shall have any liability to you if this Award fails to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent.
No Voting Rights or Dividends	Your PSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your PSUs are settled by issuing Common Shares.

Tax-Related Items	Regardless of any action the Service Recipient takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the PSUs, your participation in the Inducement Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Service Recipient. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PSUs, including, but not limited to, the grant, vesting, or settlement of the PSUs; and (2) does not commit to and is under no obligation to structure the terms of the PSUs or any aspect of the PSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Neither the Service Recipient nor the Administrator shall have any liability to you if the PSUs fail to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Service Recipient may be required to withhold or account for Tax-Related Items in each such jurisdiction.
Withholding Taxes	No Common Shares will be issued to you in settlement of your vested PSUs unless you make arrangements acceptable to the Service Recipient to pay any Tax-Related Items that the Service Recipient determines must be paid. These arrangements include withholding the amount of the withholding taxes from your wages. With the Company’s consent, these arrangements may also include (a) withholding Common Shares that otherwise would be issued to you when your PSUs are settled with a value equal to your withholding obligation, (b) surrendering Common Shares that you previously acquired with a value equal to the withholding taxes, or (c) withholding cash from other compensation to the extent permitted under applicable law. The withheld or surrendered Common Shares will be valued at their Fair Market Value as of the date when taxes otherwise would have been withheld in cash, and will be applied to the Tax-Related Items.
Restrictions on Issuance / Compliance with Law	Notwithstanding any other provision in the Inducement Plan or this Agreement, the Company shall not be required to issue any Common Shares to you in settlement of your vested PSUs if the issuance of the Common Shares at that time would violate any applicable law or regulation, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Common Shares, as determined by the Administrator.

Transfer of PSUs	No PSUs may be sold, transferred, pledged, assigned, encumbered or otherwise alienated, hypothecated or disposed of, other than by will or by the laws of descent and distribution. Any attempted sale, transfer, pledge, assignment, exchange, alienation hypothecation or disposition of any PSUs in violation of this Agreement will be invalid. In the event of your death, any Common Shares distributable in settlement of vested PSUs will be delivered, at the time specified in this Agreement, to your beneficiary if you had previously filed a written beneficiary designation with the Service Recipient (as set forth in the Inducement Plan) and if such beneficiary designation is valid under applicable law; provided, however, that your beneficiary or a representative of your estate (if no beneficiary designation exists or is valid) acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Inducement Plan as if such beneficiary or representative of the estate were you. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your former spouse’s interest (if any) in the PSUs.
Further Acknowledgements	By accepting the PSUs, you acknowledge, understand and agree that: (a) the grant of the PSUs is exceptional, voluntary and intended as an employment inducement award as set forth in the Award Notice; (b) this Agreement does not alter the at-will nature of your Service relationship; (c) this Agreement does not interfere with the ability of the Company to terminate your status as an Employee or other Service Provider; and (d) no claim or entitlement to compensation or damages shall arise from forfeiture of any PSUs resulting from the termination of your Service.
Adjustments	In the event of a stock split, a stock dividend, or a similar change in Company stock, the number of your PSUs will be adjusted pursuant to the Inducement Plan. In addition, the Administrator shall have discretion to modify the Performance Goals or performance results to reflect significant transactions (such as acquisitions, divestitures, or newly formed joint ventures) or other unusual items if such events occur following the Date of Grant.
Effect of a Change in Control Transaction	In the event of a Change in Control transaction, your PSUs will be subject to the provisions of Article 9.3 of the Inducement Plan.
Recoupment Policy	This Award, and the Common Shares acquired upon settlement of this Award, shall be subject to any Company recoupment or clawback policy in effect from time to time.
No Advice Regarding Award	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Inducement Plan. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Inducement Plan before taking any action related to the PSUs.

Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you and the Company hereby submit and consent to the sole and exclusive jurisdiction of the courts of the State of Georgia, or the federal courts for Fulton County, Georgia, and no other courts, regardless of where this Award was made.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement or the Inducement Plan shall not operate or be construed as a waiver of any other provision of this Agreement or the Inducement Plan, or of any subsequent breach by you or any other Participant.
Notices	Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to you at the address on file with the Company or, in either case, at such other address as you may subsequently furnish to the Company in writing.
The Inducement Plan and Other Agreements	The text of the Inducement Plan is incorporated in this Agreement by reference. The Inducement Plan, this Agreement and the Award Notice constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded hereby. Except to the extent permitted under the Inducement Plan, this Agreement may be amended only by another written agreement executed by you and the Company.

BY ELECTRONICALLY ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT, IN THE AWARD NOTICE, AND IN THE INDUCEMENT PLAN.

Exhibit 10.4

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Notice of Restricted Stock Unit Award

Pursuant to the Alimera Sciences, Inc. 2024 Equity Inducement Plan (the “Inducement Plan”), Alimera Sciences, Inc. (the “Company”) hereby grants you the following Restricted Stock Units (“RSUs”), each representing the right to receive one share of the Company’s common stock (a “Common Share”), subject to the terms and conditions set forth in this Notice of Restricted Stock Unit Award (this “Award Notice”), in the Restricted Stock Unit Agreement (the “Agreement”) and in the Inducement Plan, both of which are attached to, and made a part of, this Award Notice.

Name of Participant:	«Name»
Total Number of RSUs:	«TotalShares»
Date of Grant:	«DateGrant»
Vesting Commencement Date:	«VestDate»
Vesting Schedule:	«Percent»% of the RSUs subject to this Award will vest on the first anniversary of the Vesting Commencement Date, and «Percent»% of the RSUs subject to this Award will vest at the end of each of the next «Period»-month period following the first anniversary of the Vesting Commencement Date, subject to your continued service as an Employee (“Service”) through each applicable vesting date.

Accelerated Vesting:

The vesting of any unvested RSUs may be accelerated in the following circumstances and to the following extent:

if your Service is terminated by the Company without Cause or if you resign for Good Reason (as such terms are defined in your employment agreement), then the RSUs, to the extent outstanding and unvested, will become immediately vested with respect to the portion of the RSUs that would have become vested if you had remained in continuous Service with the Company or other Service Recipient (as defined in the Agreement) through the date that is twelve (12) months following your termination of Service;

in the event that any transaction resulting in a Change in Control occurs, and within three (3) months prior to the Change in Control, on the Change in Control, or within twelve (12) months after the Change in Control, your Service is terminated by the Company without Cause or if you resign for Good Reason, then 100% of the then-unvested portion of the RSUs will become vested as of immediately before the effective time of, and contingent upon, the Change in Control; or

in the event of a termination of your Service due to your Disability (as such term is defined in your employment agreement) or your death, then 100% of the then-unvested portion of the RSUs will become vested and exercisable as of immediately before the effective time of, and contingent upon, the Change in Control.

Alimera Sciences, Inc.

2024 Equity Inducement Plan

Restricted Stock Unit Agreement


Award of RSUs	Subject to all of the terms and conditions set forth in the Inducement Plan, the Award Notice, and this Agreement, the Company has granted you the number of RSUs specified in the Award Notice. All capitalized terms used in this Agreement shall have the meanings assigned to them in this Agreement, the Award Notice, or the Inducement Plan.
Company’s Obligations	Your RSUs are bookkeeping entries. Each RSU represents an unfunded and unsecured obligation of the Company to issue a Common Share on the Settlement Date (as set forth below), subject to the terms and conditions of this Agreement, the Award Notice and the Inducement Plan. As a holder of RSUs, you have no rights other than the rights of a general creditor of the Company.
Vesting	Subject to the next paragraph (Termination of Service), the RSUs vest in accordance with the vesting schedule set forth in the Award Notice. In no event will any unvested RSUs vest after your Service has terminated for any reason unless expressly provided herein or in the Inducement Plan.
Termination of Service	If your Service terminates for any reason, your RSUs will terminate to the extent that they have not vested on the date on which you cease to be a Service Provider (the “Termination Date”). Service during only a portion of a vesting period shall not entitle you to vest in a pro-rata portion of the RSUs. For purposes of the RSUs, your Service will be considered terminated (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are a Service Provider or the terms of your employment or other Service agreement, if any) as of the Termination Date and will not be extended by any notice period (e.g., your Service will not include any contractual notice period or period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are a Service Provider). The Administrator shall have exclusive discretion to determine when your Service terminates for all purposes of the RSUs (including when you are no longer considered to be providing Service while on leave of absence), subject to the other terms of this Agreement.

Leaves of Absence and Part-Time Work	For purposes of the RSUs, your Service does not terminate when you go on a military leave, a medical leave, or another bona fide leave of absence, if the leave was approved in writing by the Company or, if applicable, by a Parent, Subsidiary or Affiliate to which you are rendering Service (each, a “Service Recipient”, and collectively with the Company, the “Service Recipients”), and if continued crediting of Service is required by applicable law, the Service Recipient’s leave of absence policy, or the terms of your leave. However, your Service terminates when the approved leave ends, unless you return to active work immediately upon the end of such leave. If you go on a leave of absence, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s leave of absence policy or the terms of your leave. If you commence working on a part-time basis, the Administrator may adjust the vesting schedule specified in the Award Notice in accordance with the Service Recipient’s part-time work policy, the terms of your agreement with the Company with respect to such part-time schedule, or so that the rate of vesting is commensurate with your reduced work schedule, as applicable, to the extent permitted by applicable law.
Settlement of RSUs	Vested RSUs will be settled in the form of Common Shares as soon as practicable on or following the applicable vesting date, and in no event later than 2½ months after the end of the calendar year in which such RSUs vest. In no event will you be permitted, directly or indirectly, to specify the taxable year of settlement of any RSUs. No fractional shares will be issued upon settlement of vested RSUs.
Section 409A	Unless you and the Company have agreed to a deferred settlement date (pursuant to procedures that the Company may prescribe at its discretion), settlement of the RSUs is intended to be exempt from the application of Section 409A pursuant to Treasury Regulation 1.409A-1(b)(4) and shall be administered and interpreted in a manner that complies with such exception. Each installment of RSUs that vests is hereby designated as a separate payment for purposes of Section 409A. Notwithstanding the foregoing, neither the Service Recipient nor the Administrator shall have any liability to you if this Award fails to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent.
No Voting Rights or Dividends	Your RSUs carry neither voting rights nor rights to cash dividends. You have no rights as a stockholder of the Company unless and until your RSUs are settled by issuing Common Shares.

Tax-Related Items	Regardless of any action the Service Recipient takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the RSUs, your participation in the Inducement Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Service Recipient. You further acknowledge that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting, or settlement of the RSUs; and (2) does not commit to and is under no obligation to structure the terms of the RSUs or any aspect of the RSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Neither the Service Recipient nor the Administrator shall have any liability to you if the RSUs fail to achieve its intended characterization under applicable tax law, including but not limited to, Section 409A or any state law equivalent. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Service Recipient may be required to withhold or account for Tax-Related Items in each such jurisdiction.
Withholding Taxes	No Common Shares will be issued to you in settlement of your vested RSUs unless you make arrangements acceptable to the Service Recipient to pay any Tax-Related Items that the Service Recipient determines must be paid. These arrangements include withholding the amount of the withholding taxes from your wages. With the Company’s consent, these arrangements may also include (a) withholding Common Shares that otherwise would be issued to you when your RSUs are settled with a value equal to your withholding obligation, (b) surrendering Common Shares that you previously acquired with a value equal to the withholding taxes, or (c) withholding cash from other compensation to the extent permitted under applicable law. The withheld or surrendered Common Shares will be valued at their Fair Market Value as of the date when taxes otherwise would have been withheld in cash, and will be applied to the Tax-Related Items.
Restrictions on Issuance / Compliance with Law	Notwithstanding any other provision in the Inducement Plan or this Agreement, the Company shall not be required to issue any Common Shares to you in settlement of your vested RSUs if the issuance of the Common Shares at that time would violate any applicable law or regulation, unless there is an available exemption from registration, qualification or other legal requirement applicable to the Common Shares, as determined by the Administrator.

Transfer of RSUs	No RSUs may be sold, transferred, pledged, assigned, encumbered or otherwise alienated, hypothecated or disposed of, other than by will or by the laws of descent and distribution. Any attempted sale, transfer, pledge, assignment, exchange, alienation hypothecation or disposition of any RSUs in violation of this Agreement will be invalid. In the event of your death, any Common Shares distributable in settlement of vested RSUs will be delivered, at the time specified in this Agreement, to your beneficiary if you had previously filed a written beneficiary designation with the Service Recipient (as set forth in the Inducement Plan) and if such beneficiary designation is valid under applicable law; provided, however, that your beneficiary or a representative of your estate (if no beneficiary designation exists or is valid) acknowledges and agrees in writing in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Inducement Plan as if such beneficiary or representative of the estate were you. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your former spouse’s interest (if any) in the RSUs.
Further Acknowledgements	By accepting the RSUs, you acknowledge, understand and agree that: (a) the grant of the RSUs is exceptional, voluntary and intended as an employment inducement award as set forth in the Award Notice; (b) this Agreement does not alter the at-will nature of your Service relationship; (c) this Agreement does not interfere with the ability of the Company to terminate your status as an Employee or other Service Provider; and (d) no claim or entitlement to compensation or damages shall arise from forfeiture of any RSUs resulting from the termination of your Service.
Adjustments	In the event of a stock split, a stock dividend, or a similar change in Company stock, the number of your RSUs will be adjusted pursuant to the Inducement Plan.
Effect of a Change in Control Transaction	In the event of a Change in Control transaction, your RSUs will be subject to the provisions of Article 9.3 of the Inducement Plan.
Recoupment Policy	This Award, and the Common Shares acquired upon settlement of this Award, shall be subject to any Company recoupment or clawback policy in effect from time to time.
No Advice Regarding Award	The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Inducement Plan. You should consult with your own personal tax, legal and financial advisors regarding your participation in the Inducement Plan before taking any action related to the RSUs.

Governing Law; Venue	This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to its choice-of-law provisions). For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, you and the Company hereby submit and consent to the sole and exclusive jurisdiction of the courts of the State of Georgia, or the federal courts for Fulton County, Georgia, and no other courts, regardless of where this Award was made.
Severability	The provisions of this Agreement are severable and if any one or more of the provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions will nevertheless be binding and enforceable.
Waiver	You acknowledge that a waiver by the Company of a breach of any provision of this Agreement or the Inducement Plan shall not operate or be construed as a waiver of any other provision of this Agreement or the Inducement Plan, or of any subsequent breach by you or any other Participant.
Notices	Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to you at the address on file with the Company or, in either case, at such other address as you may subsequently furnish to the Company in writing.
The Inducement Plan and Other Agreements	The text of the Inducement Plan is incorporated in this Agreement by reference. The Inducement Plan, this Agreement and the Award Notice constitute the entire understanding between you and the Company regarding this Award. Any prior agreements, commitments or negotiations concerning this Award are superseded hereby. Except to the extent permitted under the Inducement Plan, this Agreement may be amended only by another written agreement executed by you and the Company.

BY ELECTRONICALLY ACCEPTING THIS AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT, IN THE AWARD NOTICE, AND IN THE INDUCEMENT PLAN.

Document and Entity Information	Feb. 08, 2024
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	ALIMERA SCIENCES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34703
Entity Tax Identification Number	20-0028718
Entity Address, Address Line One	6310 Town Square
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Alpharetta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30005
City Area Code	678
Local Phone Number	990-5740
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	ALIM
Security Exchange Name	NASDAQ
Emerging Growth Company	false
Entity Central Index Key	0001267602
Amendment Flag	false

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