Compensation: Your position is classified as exempt for purposes of wage and hour laws. Your starting salary will be $410,000 annually, which will be paid on a monthly basis. You will also be eligible for a 40% target bonus starting with the 2019 calendar year. Your 2019 bonus will be prorated for time in position. A salary review will take place annually, and will be linked to an evaluation process. Your first salary review will take place in January 2020 and will also be prorated for time in position.

Sign-On Advance: The Company will also pay you an advance payment in the amount of $50,000, less standard payroll deductions and withholdings (the “Sign-On Advance”), to be paid with your first regularly scheduled paycheck after the date you sign this offer letter. You will earn the full amount of the Sign-On Advance if you remain continuously employed with the Company in good standing for a total of twenty-four (24) months from your employment start date, as set forth in this paragraph. Accordingly, you acknowledge and agree that if the Company terminates your employment for Cause (as defined by the Alder Executive Severance Benefit Plan) or if you resign from the Company for any reason, in either case within twenty-four (24) months of your employment start date, then you will be obligated to repay the full amount of the Sign-On Advance to the Company within thirty (30) days of your employment separation date.

Retention Advance: You will be eligible to receive an additional advance payment in the amount of $50,000, less standard payroll deductions and withholdings (the “Retention Advance”), to be paid with your first paycheck after the one-year anniversary of your employment start date. You will earn the full amount of the Retention Advance if you remain continuously employed with the Company in good standing for a total of twenty-four (24) months from your employment start date, as set forth in this paragraph. Accordingly, you acknowledge and agree that if the Company terminates your employment for Cause (as defined by the Alder Executive Severance Benefit Plan) or if you resign from the Company for any reason, in either case within twenty-four (24) months of your employment start date, then you will be obligated to repay the full amount of the Retention Advance to the Company within thirty (30) days of your employment separation date.

Stock Options: The Board views stock option grants as an important portion of the compensation package. As a material inducement to your acceptance of this offer, subject to approval by the Board, Alder is pleased to offer you a non-statutory option (the “Option”) to purchase 250,000 shares of common stock of the Company, 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 vest with respect to twenty-five percent (25%) of the shares underlying the Option on the one-year anniversary of your employment start date and the remaining seventy-five percent (75%) of the shares underlying the Option will vest in equal monthly installments over the thirty-six (36) month period following the one-year anniversary of your employment start date, subject to your continued service with the Company through each relevant vesting date. The Company understands that you would not accept employment with the Company but for the granting of this award. This grant will be subject to the terms of a non-shareholder approved equity incentive plan to be approved by the Board pursuant to the “inducement exception” provided under NASDAQ Listing Rule 5635(c)(4). We anticipate that the terms of this plan and the applicable stock option agreement will be similar to the terms of the Company’s other equity incentive plan and standard form of stock option agreement thereunder.

Relocation: In connection with this offer of employment, Alder agrees to provide you with relocation assistance, subject to the provisions of this section. Your relocation package includes the following elements:

Alder will reimburse you for certain expenses relating to your relocation to the Seattle area. These reimbursable expenses shall not exceed $60,000 and are only payable upon submission of appropriate documentation for expenses.

In addition to your relocation allowance, Alder will provide you with:

6 months of temporary housing

Shipment of household goods plus two automobiles

Benefits: As a full-time employee you will be entitled to participate in our employee benefit programs, including medical and dental insurance programs. The details of these plans will be described on your first day of work. As Chief Commercial Officer, you will be a participant in the Alder Executive Severance Benefit Plan. You will be eligible for 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.

Background Check: This offer is contingent upon the successful completion of a background check which, depending upon your position and department, may include professional references, verification of previous employment and education, criminal background check, a department of motor vehicles (DMV) check and/or a consumer credit check. This offer can be rescinded based upon data received in the background check, in accordance with applicable law.

Offer of Employment Expiration Date: This offer expires March 22, 2019.