Employment Agreement (2008)Full Document 

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EMPLOYMENT AGREEMENT
WITH
ALIMERA SCIENCES, INC.
     This is an Employment Agreement entered into between Alimera Sciences, Inc., a Delaware corporation (the “Company”), and Dan Myers (“Executive”).
RECITALS:
     WHEREAS, the Company is engaged in the business of developing, marketing and selling ophthalmic pharmaceuticals in the United States and throughout the world;
     WHEREAS, Company and Executive desire that Executive provide the Company employment services upon the terms and conditions set forth below; and
     WHEREAS, this Employment Agreement is entered into as a condition of the parties consummating their obligations under the Series A Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated as of June 29, 2004, by and among the Company and certain investors whose names are set forth on the signature pages thereto;
     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. TERM OF EMPLOYMENT
     (a) Effective Date. Subject to the terms and conditions set forth in this Employment Agreement, the Company agrees to employ Executive, and Executive agrees to be employed by the Company for the three year period which starts on the First Tranche Closing Date (as defined in the Purchase Agreement) (the “Effective Date”).
     (b) Term. The term of this Employment Agreement is subject to automatic one year extensions starting on the third anniversary of the Effective Date of this Employment Agreement and on each subsequent anniversary date, unless Executive or the Company cancels the automatic extension and terminates this Agreement and Executive’s employment hereunder at least thirty (30) days prior to the anniversary date.

 


 

SECTION 2. DEFINITIONS
“Cause” means
     (1) Executive’s gross negligence or willful misconduct with respect to the business and affairs of the Company which causes material detriment to the Company, including violation of any material policy of the Company made known to the Executive in writing and not cured within thirty (30) days after notice to the Executive;
     (2) Executive’s conviction of, or entering a guilty plea or plea of no contest with respect to, a felony; or
     (3) Executive engages in any material breach of the terms of this Employment Agreement or fails to fulfill his responsibilities under this Employment Agreement and such breach or failure, as the case may be, is not cured, or is not capable of being cured, within thirty (30) days after written notice thereof is given to the Executive by the Company.
     “Competing Business” means any business which develops, sells or markets ophthalmic Pharmaceuticals.
     “Disability” means a condition which renders Executive unable (as determined by the Board of Directors of the Company in good faith after consultation with a physician mutually selected by the Executive and the Board of Directors of the Company) to regularly perform his duties hereunder by reason of illness or injury for a period of more than six consecutive months with or without reasonable accommodation.
     “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 sixty (60) days following the delivery of the auditor’s report for the fiscal year in which Executive’s employment terminates.
     “Good Reason” means (i) a reduction of the Executive’s base salary from the amount stated in Section 4(a) hereof by more than fifteen percent (15%), where such reduction is not matched by reductions by the same percentages in the base salaries of all other members of senior management of the Company; (ii) a material adverse change in Executive’s primary responsibilities or title; (iii) a geographical relocation of the Company’s corporate headquarters, or the Executive’s primary business location, to a location that is more than fifty (50) miles from the present location of the Company’s corporate headquarters or the Employee’s primary business location, as the case may be; (iv) any breach by the Company of this Employment Agreement which is material and which is not cured, or is not capable of being cured, within thirty (30) days after written notice thereof to the Company and the Board of Directors of the Company from Executive.

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