Offer Letter between the Company and Paul B. Cleveland dated March 18, 2018

Compensation  Your starting rate of pay will be $578,000 annually, less standard payroll deductions and withholdings, paid in accordance with the Company’s standard payroll practices.

Sign-On Bonus   The Company will also pay you a sign-on bonus in the amount of $100,000, subject to standard payroll deductions and withholdings, to be paid with your first paycheck after the date you sign this offer letter.

Retention Bonus  If you accept this offer, you will also be eligible to earn a retention bonus in connection with your continued employment with the Company on the terms described in this paragraph (the “Retention Bonus”).  Specifically, if you remain continuously employed with the Company through the earlier to occur of (i) the six (6)-month anniversary of your start date of employment and (ii) the date that a new CEO begins employment with Alder (such earlier date, the “Earn Date”), then you will earn a Retention Bonus in the amount of $158,950, less all applicable deductions and withholdings.  If you have earned a Retention Bonus, it will be paid within five (5) business days after the Earn Date.  

Stock Options   The Board views stock option grants as an important portion of the compensation package. As part of this offer, subject to approval by the Board, Alder is pleased to offer you an option (the “Option”) to purchase 100,000 shares of common stock pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”) with an exercise price equal to the fair market value of a share of common stock as of the date of grant. The Option will be granted as an incentive stock option to the maximum extent permitted by law and will be subject to the terms of the Plan and form stock option grant documentation.  The Option will be 100% unvested on the date of grant, and will become 100% vested on the Earn Date, if and only if the Earn Date occurs during your employment with the Company.

Benefits   As a full-time employee you will be entitled to participate in our employee benefit programs, including medical, dental and vision insurance programs. The details of these plans will be described on your first day of work. In light of our expectation that you will be serving in the CEO position for an interim period, you will not be a participant in the Alder Executive Severance Benefit Plan. You will also be eligible to take 4 weeks of paid vacation time per year.  In addition, Alder observes the following paid holidays:  Memorial Day, Independence Day, Labor Day, Thanksgiving, Friday after Thanksgiving, and the week of Christmas to New Year’s Day.

Board Service   If you accept this offer, you will continue to serve as a member of the Board (including while serving as CEO and following the termination of your service as CEO) until your successor has been duly elected and qualified, or, if sooner, until your death, resignation or removal.

Offer of Employment Expiration Date   This offer expires March 20, 2018.  If you sign this offer letter agreement, the terms of this offer letter agreement will be effective as of March 15, 2018.