Change in Control Severance Agreement between Alimera Sciences, Inc., and Philip J. Ashman, Ph.D. as of July 16, 2021

CHANGE IN CONTROL

SEVERANCE AGREEMENT

BETWEEN

PHILIP J. ASHMAN, PH.D. AND

ALIMERA SCIENCES, INC.



This Change in Control Severance Agreement (this “Agreement”) is entered into between Alimera Sciences, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and Philip J. Ashman, Ph.D. (“Executive”),  as of July 16, 2021 (the “Effective Date”).



RECITALS:



WHEREAS,  Executive currently serves as Company’s Chief Operating Officer and Senior Vice President Commercial Operations Europe pursuant to a Contract of Employment with Company’s wholly owned subsidiary Alimera Sciences Limited made on the 3rd day of November 2012  (the “ASL Employment Agreement”),  



WHEREAS,  Executive is a “named executive officer”  for purposes of US securities laws and in the Board’s opinion a key Company employee;



WHEREAS,  Executive’s named executive officer peers are parties to employment contracts with the Company of later dates than the ASL Employment Agreement that provide certain severance benefits in the event of a Change in Control (as defined below) that are not currently provided to Executive under the ASL Employment Agreement;



WHEREAS,  in connection with a Change in Control it is possible that the Company or its successor could terminate Executive’s employment with the Company and its subsidiaries, and the Board of Directors of the Company (the “Board”) recognizes that such consideration can be a distraction to Executive and can cause Executive to consider alternative employment opportunities;  



WHEREAS, the Board believes it is in the best interest of the Company and its stockholders to ensure that the Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility, threat, or occurrence of a Change in Control-related termination;



WHEREAS,  the Board believes that it is in the best interests of the Company and its stockholders to provide Executive with severance provisions consistent with Executive’s peers to continue his employment with the Company and to motivate Executive to maximize the value of the Company for the benefit of its stockholders; and



WHEREAS, the Board believes that it is necessary to provide Executive with certain severance benefits upon certain terminations of Executive’s employment with the Company to provide Executive with enhanced financial security and incentive and encouragement to remain with the Company.



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



AGREEMENT:



SECTION 1. DEFINITIONS



“Board” means the Board of Directors of the Company.



“Cause” means











“Change in Control” means (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization more than 50% of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity or (ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets. A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur unless such transaction also qualifies as a “change in control event” as described in Treas. Reg. § l.409A-3(i)(5).



“Code” means the United States Internal Revenue Code of 1986 as currently and hereafter amended.



“Earned Bonus” means the bonus, determined based on the actual performance of the Company for the full fiscal year in which Executive’s employment terminates, that Executive would have earned for the year in which his employment terminates had he remained employed for the entire year, prorated based on the ratio of the number of days during such year that Executive was employed to 365. Such Earned Bonus will be determined and paid to Executive no later than 2½ months after the close of the fiscal year in which the Earned Bonus was earned.



“Effective Date”  means the date first above written.



“Equity” means (i) all Stock, including restricted stock; (ii) all options and other rights to purchase Stock; (iii) all restricted stock units, performance units or phantom shares whose value is measured by the value of Stock; and (iv) all stock appreciation rights whose value is measured by increases in the value of Stock; and (v) any other award under an ISP.



“Good Reason” shall mean, for purposes of Section 3, (i) a material diminution of Executive’s authority, duties or responsibilities; (ii) a geographic relocation of Executive’s primary business location to a location that is more than 35 miles from the present location of Executive’s primary business location; or (iii) any breach by the Company of this Agreement that is material and that is not cured within 30 days after written notice thereof to the Company from Executive.



“Good Reason” shall mean, for purposes of Section 4, that Executive resigns within 12 months after one of the following conditions has come into existence without his consent: (i) a reduction in Executive’s base salary from the amount set forth in Section 4(a); (ii) a material adverse change in Executive’s primary responsibilities or duties; (iii) a geographic relocation of Executive’s primary business location to a location that is more than 35 miles from the present location of Executive’s primary business location; (iv) any breach by the Company of this Agreement that is material and that is not cured, or is not capable of being cured, within 30 days after written notice thereof to the Company and the Board from Executive. A condition shall not be considered “Good Reason” unless Executive gives the Company written notice of such condition within 90 days after such condition comes into existence and the Company fails to remedy such condition within 30 days after receiving Executive’s written notice.



“ISP” means the Alimera Sciences, Inc. 2019 Omnibus Equity Incentive Plan, as amended from time to time and any predecessor or later equity incentive plan adopted by the Company.

“Stock” means shares of the Company’s common stock.



SECTION 2.  RELATIONSHIP TO ASL EMPLOYMENT AGREEMENT



This Agreement is supplemental to, but does not replace, the ASL Employment Agreement. The ASL Employment Agreement will continue in full force and effect without modification, except that in the event of a Change in Control, the terms of this Agreement shall apply to the exclusion of any otherwise-applicable terms in the ASL Employment Agreement,  to the extent permitted by law, including without limitation any otherwise-applicable terms of Sections 13 and 14 of the ASL Employment Agreement.  Executive agrees that in the event of a Change in Control he shall not be entitled to assert, nor will he assert, any right to payment for any amount under Sections 13 and 14 of the ASL Employment Agreement, to the extent permitted by law, and that the value of any payment he might receive under either or both of those Sections of the ASL Employment Agreement shall be deducted from the value of the payments due to Executive pursuant to Section 4 below such that the total amounts payable to Executive shall not exceed those referred to at Section 4 below.

SECTION 3.  ACCELERATION OF VESTING OF EQUITY



The following terms shall apply to all of Executive’s Equity outstanding as of the Effective Date, and to all future grants of Equity:



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



(b)Executive shall vest in 100% of the remaining unvested Equity if (a) the Company is subject to a Change in Control before Executive’s employment with the Company terminates and (b) within 12 months after the Change in Control, Executive’s employment with the Company is terminated by the Company (or its successor) without Cause or Executive terminates his employment for Good Reason.



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



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



ii.The assumption of such outstanding Equity by the surviving corporation or its parent.



iii.The substitution by the surviving corporation or its parent of new Equity for such outstanding Equity.



iv.Full exercisability of outstanding Equity and full vesting of the Stock subject to such Equity, followed by the cancellation of such Equity. The full exercisability of such Equity and full vesting of such Stock, as applicable, may be contingent on the closing of such merger or consolidation.



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



SECTION 4. TERMINATION OF EMPLOYMENT WITH CHANGE IN CONTROL





SECTION 5. MISCELLANEOUS





Alimera Sciences, Inc.

Attention: Chief Executive Officer

6120 Windward Parkway, Suite 290

Alpharetta, Georgia 30005



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



(b)No Waiver. Except for the notice described in Section 5(a), no failure by either the Company or Executive at any time to give notice of any breach by the other of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.



(c)Georgia Law. This Agreement shall be governed by the laws of the state of Georgia without regard to its provisions regarding choice of law or conflicts of law, save in relation to the Release and the ASL Employment Agreement which shall be subject to the laws of England and Wales. Any litigation that may be brought by either the Company or Executive involving the enforcement of this Agreement or any rights, duties, or obligations under this Agreement shall be brought exclusively in a Georgia state court or United States District Court in Georgia.













[Next page is signature page.]



IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals as of the Effective Date.



ALIMERA SCIENCES, INC.EXECUTIVE

































































[Signature Page to Change in Control Severance Agreement Between

Philip J. Ashman, Ph.D. and Alimera Sciences, Inc.]