EX-10.1



 Exhibit 10.1 
 ALEXZA PHARMACEUTICALS, INC. 

2013 CASH BONUS PLAN 
 1. GENERAL. 
 (a) Eligible Bonus Award Recipients. The
persons eligible to receive Bonus Awards are all Alexza employees, including Officers, Executive Directors, Directors, Managers and Individual Contributors. 
 (b) Form of Bonus Awards. All Bonus Awards under the Bonus Plan will be paid in cash. 
 (c) Purpose. The Company, by means of the Bonus Plan, seeks to secure and retain the services of the group of persons eligible to receive Bonus Awards as set forth in Section 1(a) and to
provide incentives for such persons to exert maximum efforts for the success of the Company. 
 2. DEFINITIONS.

 (a) “Base Salary” means a Participant’s annual base compensation, as determined on the
applicable Bonus Determination Date. 
 (b) “Board” means the Board of Directors of the Company.

 (c) “Bonus Award” means, with respect to each Participant, the award in the amount determined
by the Committee, in its sole discretion, on any Bonus Determination Date. 
 (d) “Bonus Determination
Date” means the date upon which the Committee, in its sole discretion, determines the actual Bonus Award earned by each Participant. 
 (e) “Bonus Plan” means this Alexza Pharmaceuticals, Inc. 2013 Cash Bonus Plan. 
 (f) “Committee” means the Compensation Committee of the Board or such other committee of the Board (including, without limitation, the full Board) to which the Board has
delegated power to administer the Bonus Plan. 
 (g) “Company” means Alexza Pharmaceuticals, Inc.

 (h) “Continuous Service” means that the Participant’s service with the Company, whether
as an Officer, Executive Director, Director, Manager or Individual Contributor is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company as an Officer, Executive Director, Director, Manager or
Individual Contributor, provided that there is no interruption or termination of the Participant’s service with the Company, shall not terminate a Participant’s Continuous Service. To the extent permitted by law, the Committee or the chief
executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any
other personal leave. 







 (i) “Corporate Goal” means any of the Corporate Goals set
forth on Exhibit A. 
 (j) “Director” means a person who is at the management level of
Associate Director through Director level, or at the technical level of Sr. Scientist II or Sr. Research Fellow, or Principal Engineer or Sr. Fellow Engineer. 
 (k) “Executive Director” means a person who is at the management level of Executive Director. 
 (l) “Individual Contributor” means all other employees not in the Manager, Director, Executive Director, Officer or CEO role. 

(m) “Manager” means a person who is at the management level of Supervisor through Sr. Manager, or at the
technical level of Scientist I through Sr. Scientist I level, or Sr. Engineer I through Sr. Staff Engineer level. 
 (n)
“Multiplication Factor” means a factor set in accordance with Section 5 hereof, which may increase or decrease an individual’s Bonus Award based upon such individual’s performance. 

(o) “Officer” means a person designated as such by the Board. 

(p) “Participant” means an eligible Officer, Executive Director, Director, Manager or Individual
Contributor selected by the Committee, in its sole discretion, to participate in the Bonus Plan. 
 (q)
“Performance Period” means January 1, 2013 through December 31, 2013. 
 (r)
“Target Bonus Award” means the target award payable under the Bonus Plan to a Participant, as determined by the Committee. Each Participant’s Target Bonus Award equals the product of such Participant’s
(i) Base Salary, and (ii) Target Bonus Percentage. For example, an Officer with a Base Salary is $200,000, whose Target Bonus Percentage is 40% would have his or her Bonus Award calculated by reference to a Target Bonus Award of $80,000
($200,000 x 40%). 
  

			
	 (s) “Target Bonus Percentage” means:
	 	60% for the chief executive officer;
		 	40% for Officers;
		 	25% for Executive Directors;
		 	20% for Directors;
		 	15% for Managers; and
		 	10% for Individual Contributors

 3. Plan Administration. 
 (a) The Committee shall be responsible for the general administration and interpretation of the Bonus Plan and for carrying out its provisions. The Committee may delegate specific administrative
tasks to Company Employees or others as appropriate for proper administration of the Bonus Plan. The Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following
powers and duties, but subject to the terms of the Bonus Plan: 







 (i) authority to determine eligibility and the amount, manner and time of payment of
any Bonus Awards hereunder; 
 (ii) authority to construe and interpret the terms of the Bonus Plan; 

(iii) authority to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper
administration of the Bonus Plan. 
 (b) Any rule or decision by the Committee that is not inconsistent with the
provisions of the Bonus Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law. 
 4.
Earning of Bonus Award. Participation in the Bonus Plan is at the discretion of the Committee. If an Officer, Executive Director, Director, Manager or Individual Contributor is hired after the beginning of the Performance Period, the Committee
shall have the discretion to determine whether such individual should be eligible to participate in the Bonus Plan and whether such participation, if any, should be prorated. A Participant must be in Continuous Service, and must meet the minimum
standard of performance for their position in the Company on the end date of the Performance Period to earn any Bonus Award under this Bonus Plan; if the Participant’s Continuous Service terminates before the end date of the Performance Period,
the Participant will not be eligible to receive a Bonus Award, or any portion of a Bonus Award, except as provided in an applicable severance plan or in an individual employment or retention agreement with such Participant. 

5. Determination of Bonus Awards; Timing of Payment. On or after December 31, 2013, the Committee shall determine Bonus Awards based on the
Target Bonus Awards, the overall achievement of the Corporate Goals and individual performance. To earn a Bonus award, an individual must be in good standing and not on a performance improvement plan on the end date of the Performance Period, and
the Company must achieve at least 70% of the Corporate Goals, as determined by the Committee. For eligible individuals, the individual performance Multiplication Factor will not increase or decrease any Participant’s Bonus Award by more than
30%. The Committee’s determination of the achievement of the Corporate Goals will account for the determination of 80% of each Bonus Award, and the remaining 20% of such Bonus Award is subject to the sole discretion of the Committee. The chief
executive officer will determine the Multiplication Factor for each individual other than the chief executive officer. The Board will determine the Multiplication Factor for the chief executive officer. The Company shall distribute amounts payable
to Participants within 60 days following the Bonus Determination Date in respect of these Bonus Awards. 
 6. Amendment and Termination of
the Bonus Plan. The Committee may amend, modify, suspend or terminate the Bonus Plan, in whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct any defect or to supply omitted data or to
reconcile any inconsistency in the Bonus Plan or in any Bonus Award granted hereunder. At no time before the actual payment of Bonus Awards to Participants under the Bonus Plan shall any Participant accrue any vested interest or right whatsoever
under the Bonus Plan. 







 7. Withholding. Each Bonus Award shall be reduced by the sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company, if any, which arise in connection with the payment of such Bonus Award. 
 8.
Unfunded Plan. The Bonus Plan is unfunded and nothing in the Bonus Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Bonus Award other than as an unsecured general
creditor with respect to any payment to which he or she may be entitled. Each Bonus Award under the Bonus Plan shall be paid solely from the general assets of the Company. 
 9. No Guarantee of Employment. The Bonus Plan is intended to provide a financial incentive to Participants and is not intended to confer any rights to continued employment upon Participants whose
employment will remain at-will and subject to termination by either the Company or Participant at any time, with or without cause or notice. 

10. Recovery. Any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer
Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law. 







 EXHIBIT A 

2013 PERFORMANCE GOALS 
 Corporate Goal 1: U.S. ADASUVE commercialization 

	 	•	 	 Production scale-up, with 50,000 units at the wholesaler 



	 	•	 	 Execute U.S. post-approval regulatory commitments 



	 	•	 	 Complete U.S. pre-commercialization for product launch 


 Corporate Goal 2: EU ADASUVE commercialization 

	 	•	 	 Gain ADASUVE EMA approval 



	 	•	 	 Support EU commercialization for product launch with Ferrer 



	 	•	 	 Production scale-up, with 6-month lead time from Ferrer purchase orders 



	 	•	 	 Execute EU post-approval regulatory commitments 


 Corporate Goal 3: Commercial manufacturing follow-on projects 

	 	•	 	 Maintain stability and overall facility compliance program 



	 	•	 	 Lower housing assembly - complete qualification / gain regulatory approval 



	 	•	 	 Application-specific integrated circuit project - complete design cycle testing (“DCT”), supplier qualification, submit regulatory filing



 Corporate Goal 4: Move AZ-002 in clinical development 

	 	•	 	 Complete DCT, design verification testing and clinical trial materials 



	 	•	 	 Initiate Phase 2a Proof-of-Concept clinical study 



	 	•	 	 Re-establish toxicology test article manufacturing 


 Corporate Goal 5: Conduct new product planning assessment for new pipeline candidates 

Corporate Goal 6: Execute and maintain commercial partnership agreements 

	 	•	 	 Maintain Ferrer partnership 



	 	•	 	 Finalize US commercial strategy 



	 	•	 	 Close additional non-US distributorship deals 


 Corporate Goal 7: Maintain public company reporting and administration 

	 	•	 	 Complete required SEC filings and maintain SOX compliance 



	 	•	 	 Maintain IP filings 



	 	•	 	 Update employee systems, compensation philosophies and other compliance and administration items.