##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 Form 10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2010
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 000-51820
 Alexza Pharmaceuticals, Inc.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    77-0567768(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification Number)
 2091 Stierlin Court
Mountain View, California 94043  (Address of Principal Executive Offices including Zip Code)   Registrants telephone number, including area code:
(650) 944-7000
 Securities registered pursuant to Section 12 (b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per share
    
    Nasdaq Global Market
 Securities registered pursuant to Section 12 (g) of the Act:
None
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ




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##### 



EXPLANATORY NOTE
    ANNUAL REPORT ON FORM 10-K/A
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
Amendment No. 1
 TABLE OF CONTENTS
 PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    
    3Item 11. Executive Compensation
    
    
    7Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    25Item 13. Certain Relationships and Related Transactions and Director Independence
    
    
    27Item 14. Principal Accountant Fees and Services
    
    
    29PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    30Signatures
    
    
    33EX-10.51EX-31.3EX-31.4EX-32.2
  2




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##### Table of Contents



PART III
 
 Item 10. Directors and Executive Officers of the Registrant
  Name
    
    Age
    
    PositionThomas B. King (2)
    
    
    56
    
    
    President, Chief Executive Officer and DirectorJames V. Cassella, Ph.D.
    
    
    56
    
    
    Senior Vice President, Research and DevelopmentAugust J. Moretti
    
    
    60
    
    
    Senior Vice President, Chief Financial Officer, General Counsel and SecretaryMichael J. Simms
    
    
    49
    
    
    Senior Vice President, Operations and QualityMark K. Oki
    
    
    42
    
    
    Vice President, Finance, Controller and Principal Accounting OfficerRobert S. Fishman, M.D., F.C.C.P.
    
    
    49
    
    
    Vice President, Clinical OperationsEmily Lee Kelley, SPHR
    
    
    53
    
    
    Vice President, Human ResourcesChristopher Kurtz
    
    
    44
    
    
    Vice President, Manufacturing Operations and Global Supply ChainDarl Moreland
    
    
    52
    
    
    Vice President, QualityPeter D. Noymer, Ph.D.
    
    
    44
    
    
    Vice President, Product Research and DevelopmentHal V. Barron, M.D., F.A.C.C. (1)
    
    
    48
    
    
    DirectorAndrew L. Busser (2)
    
    
    42
    
    
    DirectorSamuel D. Colella (1)(2)(3)
    
    
    71
    
    
    DirectorAlan D. Frazier (2)(5)
    
    
    59
    
    
    DirectorDeepika R. Pakianathan, Ph.D. (1)(2)
    
    
    46
    
    
    DirectorJ. Leighton Read, M.D. (4)
    
    
    60
    
    
    DirectorGordon Ringold, Ph.D. (1)
    
    
    60
    
    
    DirectorIsaac Stein (2)(3)(4)
    
    
    64
    
    
    Director (Lead)Joseph L. Turner (4)
    
    
    59
    
    
    Director
 
 (1)
    
    Member of the compensation committee(2)
    
    Member of the finance committee(3)
    
    Member of the nominating and corporate governance committee(4)
    
    Member of the audit and ethics committee(5)
    
    Mr. Frazier served on our audit and ethics committee through July 21, 2010 Thomas B. King
 James V. Cassella, Ph.D.
 3




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##### Table of Contents



August J. Moretti
 Michael J. Simms
 Mark K. Oki, CPA (Inactive)
 Robert S. Fishman, M.D., F.C.C.P.
 Emily Lee Kelley, SPHR
 Christopher Kurtz
 4




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##### Table of Contents



Darl Moreland
 Peter D. Noymer, Ph.D.
 Hal V. Barron, M.D., F.A.C.C.
 Andrew L. Busser
 Samuel D. Colella
 Alan D. Frazier
 5




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Deepika R. Pakianathan, Ph.D.
 J. Leighton Read, M.D. ®
 Gordon Ringold, Ph.D. Staccato
 Isaac Stein
 Joseph L. Turner
 6




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Code of Conduct
  Audit and Ethics Committee
  Section 16(a) Beneficial Ownership Reporting Compliance
   
 Item 11. Executive Compensation
 EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview of Compensation Program and Philosophy
  
    
    We will pay base cash compensation and equity compensation that is competitive with the
practices of other comparable pharmaceutical and biotechnology companies; and
 
    
    We will pay for performance by:
 
    
    setting aggressive performance goals for our executive officers rewarded through a
short-term incentive bonus program that is based upon achievement of these goals; and
 7




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
    
    providing significant long-term incentives in the form of stock options and
restricted stock units (RSUs), in order to align the interests of our executive
officers with those of our stockholders and to retain the leadership ability necessary to
increase long-term stockholder value.
    Components of Compensation
  
    
    Base Salary.Salary for each of our executive officers was based principally on an
assessment of the executive officers current salary against individual performance and
contribution to our overall strategic goals as well as comparable salaries at similar
companies.
 
    
    Bonus.Annual cash and equity incentive bonuses are awarded to executive officers based
on the achievement of individual and company-wide performance objectives as a percent of
base salary as well as bonuses for similar positions at similar companies.
 
    
    Long-Term Incentive Compensation.Long-term incentive awards, comprised of stock option
grants and RSUs, are designed to link incentive compensation to our long-term performance
and to align our executive officers interests with our stockholders interest, as well as
promote the retention of our executive officers.
  8




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Role of Our Compensation Committee and Executives in Establishing Compensation
  
    
    establishment of corporate goals and objectives relevant to the compensation of the
Companys executive officers, the weighting of corporate and individual performance relating
to compensation, and evaluation of performance in light of these stated objectives;
 
    
    review and recommendation to the Board for approval of the compensation and other terms
of employment or service of the Companys President and Chief Executive Officer and the
other executive officers including all forms of salary paid to executive officers of the
Company and the grant of all forms of bonus and equity compensation provided to executive
officers of the Company; and
 
    
    administration of the Companys equity compensation plans and other similar plans and
programs.
     9




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Compensation Policies and Practices as They Relate to Risk Management
   
    
    significant weighting towards long-term incentive compensation discourages short-term
risk taking, including use of performance-based and multi-year vesting for equity awards
which compromise the majority of compensation awards;
 
    
    goals are set to focus mainly on key deliverables related to the overall success of the
Companys product development rather than individual components;
 
    
    vesting conditions imposed on stock option awards after performance targets are reached
discouraged short-term risk taking;
 
    
    incentive awards are benchmarked to calculate reasonable overall compensation; and
 
    
    as a pharmaceutical business, the Company does not face the same level of risks
associated with compensation for employees at financial services companies (traders and
instruments with a high degree of risk).
  Compensation Consultant
  Benchmarking
  
    
    Affymax, Inc.
 
    
    Cerus Corporation
 
    
    Cypress Bioscience
 
    
    Depomed, Inc.
 
    
    Dyax Corporation
 
    
    Dynavax Technologies Corporation
 
    
    Genomic Health, Inc.
 
    
    ISTA Pharmaceuticals, Inc.
 10




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
    
    Ligand Pharmaceuticals, Inc.
 
    
    MAP Pharmaceuticals, Inc.
 
    
    Medivation, Inc.
 
    
    Orexigen Therapeutics, Inc.
 
    
    Pain Therapeutics, Inc
 
    
    Spectrum Pharmaceuticals, Inc.
 
    
    Transcept Pharmaceuticals, Inc.
 
    
    XenoPort, Inc.
 
    
    Zalicus, Inc.
   Cash and Long-Term Incentive Compensation
  Base Salary
   Annual Cash and Equity Incentive Bonuses  2009-2010 Performance Based Incentive Program
   11




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Annual
    
    CombinedAnnual
    
    Target Merit
    
    Two-YearTarget Bonus
    
    Raise
    
    Target Payout
    
    
    
    
    
    Total TVAas a
    
    as a
    
    as a
    
    
    
    
    
    as aPercentage of
    
    Percentage of
    
    Percentage of
    
    Incentive
    
    Percent ofEmployment Level
    
    Salary
    
    Salary
    
    Salary
    
    Multiplier
    
    SalaryCEO
    
    
    60
    %
    
    
    5
    %
    
    
    130
    %
    
    
    30
    %
    
    
    169
    %Senior Vice Presidents / Vice Presidents
    
    
    45
    %
    
    
    5
    %
    
    
    100
    %
    
    
    20
    %
    
    
    120
    %Directors
    
    
    25
    %
    
    
    5
    %
    
    
    60
    %
    
    
    15
    %
    
    
    69
    %Managers
    
    
    17.5
    %
    
    
    5
    %
    
    
    45
    %
    
    
    10
    %
    
    
    50
    %Other Employees
    
    
    10
    %
    
    
    5
    %
    
    
    30
    %
    
    
    10
    %
    
    
    33
    %
 Staccato
   Restricted
    
    StockStock
    
    OptionEmployment Level
    
    Cash %
    
    Units
    
    AwardsCEO, Senior Vice Presidents and Vice Presidents
    
    
    30
    %
    
    
    40
    %
    
    
    30
    %Directors, Managers, and Other Employees
    
    
    30
    %
    
    
    70
    %
    
    
    0
    %
  12




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Restricted
    
    Stock OptionNamed Executive Officer
    
    Stock Units
    
    AwardsThomas B. King
    
    
    48,822
    
    
    
    54,535President and Chief Executive OfficerJames V. Cassella, Ph.D.
    
    
    24,419
    
    
    
    27,277Senior Vice President,
Research and DevelopmentAugust J. Moretti
    
    
    24,419
    
    
    
    27,277Senior Vice President,
Chief Financial Officer, General Counsel and SecretaryMichael J. Simms
    
    
    24,419
    
    
    
    27,277Senior Vice President,
Operations and QualityMark K. Oki (1)
    
    
    15,359
    
    
    
    Vice President,
Finance, Controller and Principal Accounting Officer
 
 (1)
    
    Mr. Oki was not a Vice President of the Company in 2009 and therefore received 100% of the
equity portion of his bonus in RSUs.  Named Executive Officer
    
    AmountThomas B. King
    
    $
    73,050James V. Cassella, Ph.D.
    
    $
    42,306August J. Moretti
    
    $
    36,537Michael J. Simms
    
    $
    42,306Mark K. Oki
    
    $
    13,789
   Restricted
    
    Stock OptionNamed Executive Officer
    
    Stock Units
    
    AwardsThomas B. King
    
    
    91,135
    
    
    
    99,219James V. Cassella, Ph.D.
    
    
    45,582
    
    
    
    49,626August J. Moretti
    
    
    45,582
    
    
    
    49,626Michael J. Simms
    
    
    45,582
    
    
    
    49,626Mark K. Oki
    
    
    29,917
    
    
    
    32,571
  13




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Annual Cash and Equity Incentive Bonuses  2011 Cash Bonus Plan
  AnnualTarget Bonusas aPercentage ofEmployment Level
    
    SalaryCEO
    
    
    60
    %Senior Vice Presidents and Vice Presidents
    
    
    40
    %Directors
    
    
    20
    %Managers
    
    
    15
    %Other Employees
    
    
    10
    %
 Staccato
    14




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Long-Term Incentive Compensation
    th th
 Summary Compensation 2010 Grants of Plan-Based Awards
   15




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Severance and Change of Control Benefits
  
    
    acceleration of vesting of all of the executive officers outstanding unvested stock
options to purchase common stock and unvested RSUs;
 
    
    payment in a lump sum of the executive officers annual base salary plus the greater of
the bonus paid for the latest completed fiscal year or the target bonus for the year in
which the notification of the executive officers termination of employment occurs; and
 
    
    payment in a lump sum of an amount equal to the amount of the executive officers out of
pocket costs to continue group health insurance benefits under COBRA for 18 months.
   16




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Other Benefits
  Perquisites
 Indebtedness of Management and
Related Agreements.
 Evolution of our Compensation Strategy
  Accounting and Tax Considerations
   Summary
  17




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Summary Compensation Table
  Stock
    
    Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherSalary
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalNamed Executive Officer and Principal Position
    
    Year
    
    ($)
    
    ($)(1)
    
    ($)(1)
    
    ($)(2)
    
    ($)
    
    ($)Thomas B. King
    
    
    2010
    
    
    
    466,970
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    466,970President, Chief Executive Officer
    
    
    2009
    
    
    
    455,000
    
    
    
    102,256
    
    
    
    348,291
    
    
    
    73,050
    
    
    
    
    
    
    
    978,867and Director
    
    
    2008
    
    
    
    455,000
    
    
    
    
    
    
    
    424,843
    
    
    
    87,142
    
    
    
    24,806
    (3)
    
    
    991,791James V. Cassella, Ph.D.
    
    
    2010
    
    
    
    328,932
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,982
    (3)
    
    
    367,914Senior Vice President
    
    
    2009
    
    
    
    320,500
    
    
    
    51,280
    
    
    
    180,930
    
    
    
    42,306
    
    
    
    57,216
    (3)
    
    
    652,232Research and Development
    
    
    2008
    
    
    
    320,500
    
    
    
    
    
    
    
    159,714
    
    
    
    48,944
    
    
    
    75,717
    (3)
    
    
    604,875August J. Moretti
    
    
    2010
    
    
    
    328,932
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    328,932Senior Vice President, Chief Financial
    
    
    2009
    
    
    
    320,500
    
    
    
    51,280
    
    
    
    178,496
    
    
    
    36,537
    
    
    
    
    
    
    
    586,813Officer, General Counsel and Secretary
    
    
    2008
    
    
    
    320,500
    
    
    
    
    
    
    
    159,714
    
    
    
    47,006
    
    
    
    
    
    
    
    527,220Michael J. Simms(4)
    
    
    2010
    
    
    
    322,706
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    322,706Senior Vice President,
    
    
    2009
    
    
    
    320,500
    
    
    
    51,280
    
    
    
    168,613
    
    
    
    42,306
    
    
    
    
    
    
    
    582,699Operations and Quality
    
    
    2008
    
    
    
    266,538
    
    
    
    
    
    
    
    196,945
    
    
    
    39,130
    
    
    
    50,000
    (5)
    
    
    552,613Mark K. Oki(6)
    
    
    2010
    
    
    
    223,854
    
    
    
    82,571
    
    
    
    126,406
    
    
    
    
    
    
    
    
    
    
    
    432,832Vice President, Finance, Controller, and
Principal Accounting Officer
 
 (1)
    
    Represents aggregate grant date fair value. For awards subject to performance conditions, the
amount in the table represents the maximum value assuming the AZ-004 NDA is approved,
consistent with our accounting estimates of compensation cost under FASB ASC Topic 718. There
are no assurances that our AZ-004 NDA will be approved.(2)
    
    Represents cash bonuses earned under the Performance Program and 2008 Performance Bonus
Program in the year set forth in table and paid in the following year. See Compensation
Discussion and Analysis  Cash and Long-Term Incentive Compensation  Annual Cash and Equity
Incentive Bonuses 2009-2010 Performance Based Incentive Program for a description of the
terms of the Performance Program.(3)
    
    Represents monthly housing supplement payments provided to the respective Named Executive
Officer. See Item 13. Certain Relationships and Related Transactions and Director
Independence for further discussion.(4)
    
    Mr. Simms joined the Company on February 25, 2008.(5)
    
    Represents a sign-on bonus paid to Mr. Simms upon the start of his employment with the Company.(6)
    
    Mr. Oki was appointed Principal Accounting Officer on May 18, 2010. 18




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2010 Grants of Plan-Based Awards Table
  All OtherStock
    
    
    
    
    
    GrantOption
    
    
    
    
    
    DateEstimated Future
    
    Awards:
    
    Exercise
    
    FairPayouts Under
    
    Number of
    
    or Base
    
    Value ofEquity Incentive
    
    Securities
    
    Price of
    
    Stock andPlan Awards(1)
    
    Underlying
    
    Option
    
    Stock OptionGrant
    
    Target
    
    Maximum
    
    Options
    
    Awards
    
    AwardsNamed Executive Officer
    
    Date
    
    (#)
    
    (#)
    
    (#)
    
    ($/Share)
    
    ($)Thomas B. King
    
    
    
    
    
    
    
    (5)
    
    
    
    (5)
    
    
    
    
    
    
    
    
    
    
    James Cassella, Ph.D.
    
    
    
    
    
    
    
    (6)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    August J. Moretti
    
    
    
    
    
    
    
    (6)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    Michael J. Simms
    
    
    
    
    
    
    
    (6)
    
    
    
    (6)
    
    
    
    
    
    
    
    
    
    
    Mark K. Oki
    
    
    1/26/2010
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    2.38
    
    
    
    65,300
    (2)3/25/2010
    
    
    
    32,571
    (7)
    
    
    32,571
    (7)
    
    
    
    
    
    
    2.76
    
    
    
    61,106
    (3)3/25/2010
    
    
    
    29,917
    (8)
    
    
    29,917
    (8)
    
    
    
    
    
    
    
    
    
    
    82,571
    (4)
 
 (1)
    
    These columns sets forth the target and maximum amounts of each Named Executive Officers annual cash and equity
incentive bonus awards for grants made during the year ended December 31, 2010 under the Performance Program. There
are no minimum threshold amounts. Bonuses are paid out in a combination of 30% cash, 40% RSUs and 30% in stock options
to purchase Alexza common stock. See Compensation Discussion and Analysis  Cash and Long-Term Incentive
Compensation  Annual Cash and Equity Incentive Bonuses 2009-2010 Performance Based Incentive Program for a
description of the terms of the Performance Program and the actual awards earned by the Named Executive Officers for
the year ended December 31, 2010.(2)
    
    Represents the grant date fair value of stock options granted to Mr. Oki upon his promotion to Vice President, Finance.(3)
    
    Represents the grant date fair value of stock options granted under the Performance Program. See Compensation
Discussion and Analysis  Cash and Long-Term Incentive Compensation  Annual Cash and Equity Incentive Bonuses 
2009-2010 Performance Based Incentive Program for a description of the terms of the Performance Program and the
actual awards earned by Mr. Oki for the year ended December 31, 2010. For awards subject to performance conditions,
the amount in the table represents the maximum value assuming the AZ-004 NDA is approved, consistent with our
accounting estimates of compensation cost under FASB ASC Topic 718. There are no assurances that our AZ-004 NDA will
be approved.(4)
    
    Represents the grant date fair value of RSUs granted under the Performance Program. See Compensation Discussion and
Analysis  Cash and Long-Term Incentive Compensation  Annual Cash and Equity Incentive Bonuses 2009-2010
Performance Based Incentive Program for a description of the terms of the Performance Program and the actual awards
earned by Mr. Oki for the year ended December 31, 2010.(5)
    
    In December 2009, Mr. King became entitled to receive 91,135 RSUs. These RSUs were granted on January 3, 2011.(6)
    
    In December 2009, Dr. Cassella, and Messrs. Moretti and Simms became entitled to each receive 45,582 RSUs. These RSUs
were granted on January 3, 2011.(7)
    
    Consists of a stock option to purchase 32,571 shares of Alexza common stock at an exercise price of $2.76.(8)
    
    Consists of 29,917 RSUs. 19




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##### Table of Contents



2010 Outstanding Equity Awards Value at Fiscal Year-End Table
   Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    PlanEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    Awards:Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Market orPlan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Number of
    
    Payout ValueNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
Number of
    
    Value of
    
    Unearned
    
    of UnearnedSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Shares, Units
    
    Shares, UnitsUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    or Other
    
    or OtherUnexercised
    
    Unexercised
    
    Unexercised
    
    Stock Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatStock Options
    
    Stock Options
    
    Unearned
    
    Exercise
    
    Stock Option
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotExercisable
    
    Unexercisable
    
    Stock Options
    
    Price
    
    Expiration
    
    Vested
    
    Vested
    
    Vested
    
    VestedNamed Executive Officer
    
    (#)
    
    (#)
    
    (#)
    
    ($)
    
    Date
    
    (#)
    
    ($)
    
    (#)
    
    ($)Thomas B. King
    
    
    272,728
    
    
    
    
    
    
    
    
    
    
    
    8.00
    (1)(6)
    
    
    7/30/2013
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    154,696
    
    
    
    
    
    
    
    
    
    
    
    1.10
    (1)
    
    
    12/15/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,122
    
    
    
    
    
    
    
    
    
    
    
    8.00
    (1)(6)
    
    
    12/15/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    81,000
    
    
    
    
    
    
    
    
    
    
    
    7.20
    (1)(6)
    
    
    8/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,378
    
    
    
    
    
    
    
    
    
    
    
    7.50
    (2)(6)
    
    
    1/4/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,280
    
    
    
    62,720
    
    
    
    
    
    
    
    4.35
    (1)(6)
    
    
    7/9/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,877
    
    
    
    
    
    
    
    
    
    
    
    2.81
    (2)(6)
    
    
    1/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54,535
    
    
    
    
    
    
    
    
    
    
    
    2.10
    (3)
    
    
    2/24/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,219
    
    
    
    2.37
    (3)
    
    
    12/28/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James V. Cassella, Ph.D.
    
    
    109,090
    
    
    
    
    
    
    
    
    
    
    
    8.00
    (1)(7)
    
    
    7/8/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,119
    
    
    
    
    
    
    
    
    
    
    
    1.38
    (1)
    
    
    9/1/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,185
    
    
    
    
    
    
    
    
    
    
    
    6.88
    (1)(7)
    
    
    12/7/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,517
    
    
    
    
    
    
    
    
    
    
    
    8.00
    (1)(7)
    
    
    9/1/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,000
    
    
    
    
    
    
    
    
    
    
    
    7.20
    (1)(7)
    
    
    8/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,856
    
    
    
    
    
    
    
    
    
    
    
    11.70
    (2)(7)
    
    
    1/04/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,437
    
    
    
    6,563
    
    
    
    
    
    
    
    8.89
    (1)(7)
    
    
    7/24/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,696
    
    
    
    
    
    
    
    
    
    
    
    7.50
    (2)(7)
    
    
    1/4/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,229
    
    
    
    21,771
    
    
    
    
    
    
    
    4.35
    (1)(7)
    
    
    7/9/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,508
    
    
    
    
    
    
    
    
    
    
    
    2.81
    (2)(7)
    
    
    1/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,276
    
    
    
    
    
    
    
    
    
    
    
    2.10
    (3)
    
    
    2/24/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,626
    
    
    
    2.37
    (3)
    
    
    12/28/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August J. Moretti
    
    
    17,728
    
    
    
    
    
    
    
    
    
    
    
    1.10
    (1)
    
    
    10/28/2014
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,727
    
    
    
    
    
    
    
    
    
    
    
    1.38
    (1)
    
    
    4/14/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,181
    
    
    
    
    
    
    
    
    
    
    
    6.88
    (1)(8)
    
    
    12/7/2015
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,000
    
    
    
    
    
    
    
    
    
    
    
    7.20
    (1)(8)
    
    
    8/29/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,856
    
    
    
    
    
    
    
    
    
    
    
    11.70
    (2)(8)
    
    
    1/04/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,437
    
    
    
    6,563
    
    
    
    
    
    
    
    8.89
    (1)(8)
    
    
    7/24/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,696
    
    
    
    
    
    
    
    
    
    
    
    7.50
    (2)(8)
    
    
    1/4/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,229
    
    
    
    21,771
    
    
    
    
    
    
    
    4.35
    (1)(8)
    
    
    7/9/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,220
    
    
    
    
    
    
    
    
    
    
    
    2.81
    (2)(8)
    
    
    1/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,277
    
    
    
    
    
    
    
    
    
    
    
    2.10
    (3)
    
    
    2/24/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,626
    
    
    
    2.37
    (3)
    
    
    12/28/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Michael J. Simms
    
    
    123,958
    
    
    
    51,042
    
    
    
    
    
    
    
    6.24
    (1)(9)
    
    
    2/25/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,989
    
    
    
    
    
    
    
    
    
    
    
    2.81
    (2)(9)
    
    
    1/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,277
    
    
    
    
    
    
    
    
    
    
    
    2.10
    (3)
    
    
    2/24/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    49,626
    
    
    
    2.37
    (3)
    
    
    12/28/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mark K. Oki
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    8.92
    (1)(10)
    
    
    4/24/2016
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    636
    
    
    
    
    
    
    
    
    
    
    
    11.70
    (2)(10)
    
    
    1/4/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,434
    
    
    
    
    
    
    
    
    
    
    
    7.50
    (2)(10)
    
    
    1/4/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,531
    
    
    
    2,969
    
    
    
    
    
    
    
    4.35
    (1)(10)
    
    
    7/9/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,323
    
    
    
    
    
    
    
    
    
    
    
    2.81
    (2)(10)
    
    
    1/22/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,656
    
    
    
    4,844
    
    
    
    
    
    
    
    1.73
    (1)
    
    
    6/12/2019
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,000
    
    
    
    
    
    
    
    2.38
    (1)(10)
    
    
    1/26/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,571
    
    
    
    2.76
    (3)
    
    
    3/25/2020
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    834
    (4)
    
    
    1,043
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,917
    (5)
    
    
    37,396
 20




---



##### Table of Contents



(1)
    
    Stock option award vests 25% upon the first anniversary of the stock options grant date and the
remaining 75% in equal monthly installments over the next 36 months, subject to the grantees
continued employment with Alexza through such vesting dates.(2)
    
    Stock option award vests 50% on the date of grant and 50% on the one year anniversary of the grant
date, subject to the grantees continued employment with Alexza through such vesting dates.(3)
    
    Stock option award vests 50% upon attaining certain performance goals and 50% on the one year
anniversary of attaining the performance goal, subject to the grantees continued employment with
Alexza through such vesting dates.(4)
    
    RSUs vest 25% upon each anniversary of the awards grant date, subject to the grantees continued
employment with Alexza through such vesting date.(5)
    
    RSUs vest upon the achievement of the Second Milestone, in accordance with the Performance Program.(6)
    
    On February 22, 2011, stock option awards to purchase 601,105 shares of our common stock at an
average price of $6.45 per share were exchanged for stock option awards to purchase an aggregate
213,143 shares of the companys common stock at a price of $1.23 per share. The term of each
replacement stock option is five years. The replacement stock options are fully unvested and
become 33% vested on February 22, 2012, with the balance of the shares vesting in a series of
twenty-four successive equal monthly installments thereafter.(7)
    
    On February 22, 2011, stock option awards to purchase 307,852 shares of our common stock at an
average price of $6.84 per share were exchanged for stock option awards to purchase an aggregate
104,258 shares of our common stock at a price of $1.23 per share. The term of each replacement
stock option is five years. The replacement stock options are fully unvested and become 33% vested
on February 22, 2012, with the balance of the shares vesting in a series of twenty-four successive
equal monthly installments thereafter.(8)
    
    On February 22, 2011, stock option awards to purchase 195,953 shares of our common stock at an
average price of $6.13 per share were exchanged for stock option awards to purchase an aggregate
75,746 shares of our common stock at a price of $1.23 per share. The term of each replacement
stock option is five years. The replacement stock options are fully unvested and become 33% vested
on February 22, 2012, with the balance of the shares vesting in a series of twenty-four successive
equal monthly installments thereafter.(9)
    
    On February 22, 2011, stock option awards to purchase 200,989 shares of our common stock at an
average price of $5.80 per share were exchanged for stock option awards to purchase an aggregate
61,076 shares of our common stock at a price of $1.23 per share. The term of each replacement
stock option is five years. The replacement stock options are fully unvested and become 33% vested
on February 22, 2012, with the balance of the shares vesting in a series of twenty-four successive
equal monthly installments thereafter.(10)
    
    On February 22, 2011, stock option awards to purchase 76,893 shares of our common stock at an
average price of $4.49 per share were exchanged for stock option awards to purchase an aggregate
40,817 shares of our common stock at a price of $1.23 per share. The term of each replacement
stock option is five years. The replacement stock options are fully unvested and become 33% vested
on February 22, 2012, with the balance of the shares vesting in a series of twenty-four successive
equal monthly installments thereafter. 21




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##### Table of Contents



Stock Option Exercises and Stock Vested
  Stock Option AwardsNumber of Shares
    
    Value Realized onNamed Executive Officer
    
    Acquired on Exercise
    
    Exercise ($)Thomas B. King
    
    
    
    
    
    
    James V. Cassella, Ph.D.
    
    
    
    
    
    
    August J. Moretti
    
    
    10,000
    
    
    
    21,200Michael J. Simms
    
    
    
    
    
    
    Mark K. Oki
    
    
    
    
    
    
    
  Restricted Stock UnitsNumber of Shares
    
    Gross Value RealizedNamed Executive Officer
    
    Acquired on Vesting
    
    on Vesting ($)Thomas B. King
    
    
    
    
    
    
    James V. Cassella, Ph.D.
    
    
    
    
    
    
    August J. Moretti
    
    
    
    
    
    
    Michael J. Simms
    
    
    
    
    
    
    Mark K. Oki
    
    
    417
    
    
    
    1,188
 2010 Director Compensation Table
     22




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##### Table of Contents



Restricted Stock
    
    
    Stock OptionUnit Awards
    
    
    Awards
    
    
    TotalName
    
    ($)(2)
    
    
    ($)(2)
    
    
    ($)Thomas B. King(1)
    
    
    
    
    
    
    
    
    
    
    Hal V. Barron, M.D., F.A.C.C.
    
    
    45,001
    
    
    
    14,770
    
    
    
    59,771Andrew L. Busser
    
    
    45,001
    
    
    
    14,770
    
    
    
    59,771Samuel D. Colella
    
    
    47,500
    
    
    
    14,770
    
    
    
    62,270Alan D. Frazier
    
    
    49,999
    
    
    
    14,770
    
    
    
    63,769Deepika R. Pakianathan, Ph.D.
    
    
    45,001
    
    
    
    14,770
    
    
    
    59,771J. Leighton Read, M.D.
    
    
    45,001
    
    
    
    14,770
    
    
    
    59,771Gordon Ringold, Ph.D.
    
    
    45,001
    
    
    
    14,770
    
    
    
    59,771Isaac Stein
    
    
    52,500
    
    
    
    14,770
    
    
    
    67,270Joseph L. Turner
    
    
    29,411
    
    
    
    46,368
    
    
    
    75,779
 
 (1)
    
    See Summary Compensation Table for disclosure related to Mr. King, who is also one of our Named Executive
Officers.(2)
    
    Amounts represent the full grant date fair value of the RSUs and stock options granted to each Board member.Mr. Turner was not eligible for the Annual Grant in 2010 as Mr. Turner joined the Board in July 2010, at
which time he received an Initial Grant to purchase 25,000 shares of our common stock.  Number ofNumber of
    
    SecuritiesSecurities
    
    UnderlyingUnderlying
    
    UnvestedUnexercised
    
    Restricted StockName
    
    Stock Options
    
    Unit AwardsThomas B. King(1)
    
    
    
    
    
    
    Hal V. Barron, M.D., F.A.C.C.
    
    
    37,500
    
    
    
    18,908Andrew L. Busser
    
    
    31,250
    
    
    
    18,908Samuel D. Colella
    
    
    50,000
    
    
    
    19,958Alan D. Frazier
    
    
    50,000
    
    
    
    21,008Deepika R. Pakianathan, Ph.D.
    
    
    50,000
    
    
    
    18,908J. Leighton Read, M.D.
    
    
    50,000
    
    
    
    18,908Gordon Ringold, Ph.D.
    
    
    50,000
    
    
    
    18,908Isaac Stein
    
    
    50,000
    
    
    
    22,059Joseph L. Turner
    
    
    25,000
    
    
    
    10,504
 
 (1)
    
    See 2010 Outstanding Equity Awards Value at Fiscal Year-End Table for
disclosure related to Mr. King, who is also one of our Named Executive
Officers. 23




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##### Table of Contents



2010 Potential Payments Upon Termination or Change of Control
  Change of Control
    
    No Change of ControlEquity
    
    HealthCare
    
    
    
    
    
    Equity
    
    Health CareSalary
    
    Acceleration
    
    Benefits
    
    Salary
    
    Acceleration
    
    BenefitsName
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    ($)
    
    ($)Thomas B. King
    
    
    471,380
    
    
    
    16
    
    
    
    30,226
    
    
    
    
    
    
    
    
    
    
    
    James V. Cassella, Ph.D.
    
    
    411,727
    
    
    
    8
    
    
    
    30,226
    
    
    
    
    
    
    
    
    
    
    
    August J. Moretti
    
    
    411,727
    
    
    
    8
    
    
    
    22,756
    
    
    
    
    
    
    
    
    
    
    
    Michael J. Simms
    
    
    411,727
    
    
    
    8
    
    
    
    30,525
    
    
    
    
    
    
    
    
    
    
    
    Mark K. Oki
    
    
    283,745
    
    
    
    38,465
    
    
    
    30,226
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Includes one year salary plus the cash portion of the 2010 target bonus.(2)
    
    Value of the Named Executive Officers unvested stock options, as computed
using the Black-Scholes valuation model, assuming all stock options were
fully vested as of December 31, 2010.(3)
    
    Includes a lump sum payment for 18 months of continued healthcare coverage. 24




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
   SharesIssuablePursuantto Stock Options,RSUs or WarrantsExercisable
    
    PercentageNumber of
    
    Within 60
    
    of SharesShares
    
    Days of
    
    BeneficiallyBeneficial Owner
    
    Outstanding
    
    February 28, 2011
    
    Owned(1)5% StockholdersEntities affiliated with Symphony Capital Partners LP(2)
    
    
    6,724,000
    
    
    
    3,362,000
    
    
    
    15.93
    %Named Executive Officers and DirectorsThomas B. King(3)
    
    
    196,367
    
    
    
    267,421
    
    
    
    *James V. Cassella, Ph.D.(4)
    
    
    12,219
    
    
    
    54,396
    
    
    
    *August J. Moretti(5)
    
    
    47,109
    
    
    
    127,732
    
    
    
    *Michael J. Simms(6)
    
    
    30,727
    
    
    
    27,277
    
    
    
    *Mark K. Oki(7)
    
    
    416
    
    
    
    3,281
    
    
    
    *Hal V. Barron, M.D., F.A.C.C.
    
    
    34,922
    
    
    
    25,259
    
    
    
    *Andrew, L. Busser
    
    
    22,912
    
    
    
    11,327
    
    
    
    *Samuel D. Colella(8)
    
    
    2,219,990
    
    
    
    40,102
    
    
    
    3.77
    %Alan D. Frazier(9)
    
    
    2,221,929
    
    
    
    40,102
    
    
    
    3.77
    %Deepika R. Pakianathan, Ph.D.(10)
    
    
    996,265
    
    
    
    40,102
    
    
    
    1.73
    %J. Leighton Read, M.D.
    
    
    34,922
    
    
    
    40,102
    
    
    
    *Gordon Ringold, Ph.D.(11)
    
    
    142,477
    
    
    
    40,102
    
    
    
    *Isaac Stein(12)
    
    
    158,395
    
    
    
    40,102
    
    
    
    *Joseph L. Turner
    
    
    10,504
    
    
    
    4,687
    
    
    
    *All directors and Named Executive Officers as a group (14 persons)(13)
    
    
    6,129,154
    
    
    
    761,992
    
    
    
    11.35
    %
 
 *
    
    Less than 1% of our outstanding common stock.(1)
    
    This table is based upon information supplied by Named Executive Officers, directors and
principal stockholders and Schedules 13D and 13G filed with the SEC.(2)
    
    Includes 6,280,742 shares and a warrant to purchase 3,140,372 shares held by Symphony Capital
Partners, L.P. (SCP LP) and 443,258 shares and a warrant to purchase 221,628 shares held by
Symphony Strategic Partners LLC. Symphony GP, LLC (SGP LLC) is the general partner of Symphony
Capital GP, L.P. (SC GP LP), which is the general partner of SCP L.P. Mark Kessel and Harri V.
Taranto are managing members of SGP LLC and Symphony Strategic Partners LLC (together, with SCP
LP and SC GP LP, the Symphony Entities). Mr. Kessel, Mr. Taranto and the Symphony Entities
have the right to appoint one representative to the Board and have appointed Andrew L. Busser to
hold such position. Mr. Kessel, Mr. Taranto and the Symphony Entities have shared voting and
dispositive control over all shares and warrants held by the Symphony Entities. Mr. Kessel and
Mr. Taranto disclaim beneficial ownership of the shares and warrants held by the Symphony
Entities except to the extent of their pecuniary interest therein. The address for the Symphony
Entities is 875 Third Avenue, 3rd Floor, New York, NY 10022.(3)
    
    Includes 11,190 shares held by Mr. King. Includes 185,177 shares held by the Thomas and Beth
King 2000 Family Trust, 25




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##### Table of Contents



of which Mr. King and his spouse are trustees and have shared voting and
dispositive powers over the shares. Includes a warrant to purchase 58,190 shares held by Mr.
King. Excludes 91,135 RSUs held by Mr. King that will not vest within 60 days of February 28,
2011.(4)
    
    Excludes 45,582 RSUs held by Dr. Cassella that will not vest within 60 days of February 28, 2011.(5)
    
    Excludes 45,582 RSUs held by Mr. Moretti that will not vest within 60 days of February 28, 2011.(6)
    
    Excludes 45,582 RSUs held by Mr. Simms that will not vest within 60 days of February 28, 2011.(7)
    
    Excludes 30,752 RSUs held by Mr. Oki that will not vest within 60 days of February 28, 2011.(8)
    
    Includes 36,862 shares held by Mr. Colella. Includes 2,153,442 shares held by Versant Venture
Capital II, L.P., 10,440 shares held by Versant Affiliates Fund II-A, L.P. and 19,246 shares
held by Versant Side Fund II, L.P. (collectively the Versant Funds). Mr. Colella is a managing
director of Versant Ventures II, LLC, which is the general partner of each of the Versant Funds,
and he shares voting and investment power over the shares held by these entities. He disclaims
beneficial ownership of the shares held by these entities, except to the extent of his
proportionate pecuniary interest therein.(9)
    
    Includes 38,802 shares held by Mr. Frazier. Includes 583,931 shares held by Frazier Healthcare
III, L.P., 1,586,752 shares held by Frazier Healthcare IV, L.P., 4,390 shares held by Frazier
Affiliates III, L.P. and 8,054 shares held by Frazier Affiliates IV, L.P. (collectively the
Frazier Funds). Mr. Frazier is the president and controlling stockholder of Frazier and
Company, Inc., the managing director of FHM III, LLC, which is the general partner of Frazier
Healthcare III, L.P. and Frazier Affiliates III, L.P., and he shares voting and investment power
over the shares held by these entities. He is also a managing member of FHM IV, LLC, which is
the general partner of FHM IV, LP, which is the general partner of Frazier Healthcare IV, L.P.
and Frazier Affiliates IV, L.P., and he shares voting and investment power over the shares held
by those entities. He disclaims beneficial ownership of the shares held by these entities,
except to the extent of his proportionate pecuniary interest therein.(10)
    
    Includes 6,587 shares held by Dr. Pakianathan. Includes 979,880 shares held by Delphi Ventures
VI, L.P. and 9,798 shares held by Delphi BioInvestments VI, L.P. (together, the Delphi Funds).
Dr. Pakianathan is a managing member of Delphi Management Partners VI, LLC, which is the general
partner of each of the Delphi Funds, and she shares voting and investment power over the shares
held by these entities. She disclaims beneficial ownership of the shares held by these entities,
except to the extent of her proportionate pecuniary interest therein.(11)
    
    Includes 116,925 shares held by Dr. Ringold. Includes 9,276 shares held by the Gordon Ringold
and Tanya Zarucki 1999 Reversible Trust, of which Dr. Ringold and his spouse are trustees, 9,276
shares held by Gordon Ringold and Tanya Zarucki and 7,000 shares held by the Vivian Robb Trust,
of which Dr. Ringold is trustee, with respect to all of such shares Dr. Ringold shares voting
and investment powers.(12)
    
    Includes 158,395 shares held by The Stein 1995 Revocable Trust, of which Mr. Stein and his
spouse are trustees, with respect to all of such shares Mr. Stein shares voting and investment
powers.(13)
    
    See notes (3) through (12). 26




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##### Table of Contents



Securities Authorized For Issuance Under Equity Compensation Plans
   (a)
    
    (b)Number of Securities
    
    Weighted-Average
    
    (c)to be Issued upon
    
    Exercise Price of
    
    Number of Securities RemainingExercise of
    
    Outstanding
    
    Available for Future IssuanceOutstanding Stock
    
    Stock Options,
    
    Under Equity CompensationOptions,
    
    Warrants
    
    Plans (Excluding SecuritiesPlan Category
    
    Warrants and Rights
    
    and Rights
    
    Reflected in Column (a))Equity compensation plans approved by security holders
    
    
    5,920,593
    
    
    $
    3.60
    
    
    
    324,309
    (1)(2)Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,920,593
    
    
    $
    3.60
    
    
    
    324,309
 
 (1)
    
    The 2005 Plan incorporates an evergreen formula pursuant to which
on each January 1, the aggregate number of shares reserved for
issuance under the 2005 Plan increases by a number equal to the
least of (i) 1,000,000 shares, (ii) 2% of the outstanding shares
on December 31 of the preceding calendar year, or (iii) an amount
determined by the Board.The Directors Plan incorporates an evergreen formula pursuant to
which on each January 1, the aggregate number of shares reserved
for issuance under the Directors Plan increases by the number of
shares subject to stock options granted during the preceding
calendar year less the number of shares that revert back to the
share reserve during the preceding calendar year.The ESPP incorporates an evergreen formula pursuant to which on
each January 1, the aggregate number of shares reserved for
issuance under the ESPP increases by a number equal to the least
of (i) 250,000 shares, (ii) 1% of the outstanding shares on
December 31 of the preceding calendar year, or (iii) an amount
determined by the Board.(2)
    
    Of these shares, 149,273 shares remain available as of December
31, 2010 under the 2005 Plan, 175,000 shares under the Directors
Plan and 36 under the ESPP. 
 Item 13. Certain Relationships and Related Transactions and Director Independence
 Indebtedness of Management and Related Agreements
   27




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##### Table of Contents



Policies and Procedures for Review of Related Party Transactions
   Independence of the Board of Directors
   28




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##### Table of Contents



Item 14. Principal Accountant Fees and Services
   2010
    
    
    2009Audit fees(1)
    
    $
    975,659
    
    
    $
    898,190Tax fees(2)
    
    
    40,000
    
    
    
    34,940All other fees
    
    
    
    
    
    
    Total
    
    $
    1,015,659
    
    
    $
    933,130
 
 (1)
    
    Audit fees consisted of professional services rendered by Ernst &
Young LLP for the integrated audits of our annual consolidated
financial statements, including the audit of the consolidated
financial statements, the audit of internal control over financial
reporting, the review of unaudited interim consolidated financial
statements included in our quarterly reports on Form 10-Q,
consultation regarding financial accounting and reporting standards
billed as audit services, as well as assistance with and review of our
Registration Statement filings on Form S-1, Form S-3 and Form S-8
filed with the SEC. During 2009, these fees also included assistance
with and review of our filings with the SEC pertaining to our
acquisition of Symphony Allegro, Inc.(2)
    
    Tax fees consisted of income tax return preparation fees. Pre-approval Policies and Procedures
   Audit services
 Audit related services
 Tax services
 Other services
  29




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##### Table of Contents



PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 Financial Statements
  Financial Statement Schedules
  Exhibits
 EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document3.5
    
    Restated Certificate of Incorporation(1)3.7
    
    Amended and Restated Bylaws(1)3.8
    
    Amendment to Amended and Restated Bylaws(5)4.1
    
    Specimen Common Stock Certificate(1)4.2
    
    Second Amended and Restated Investors Rights Agreement between Registrant and certain holders of Preferred
Stock dated November 5, 2004(1)10.1
    
    Form of Director/Officer Indemnification Agreement entered into between Registrant and each of its directors
and officers(9)*10.2
    
    Form of Change of Control Agreement*(15)10.3
    
    2005 Equity Incentive Plan(7)*10.4
    
    Form of Option Grant Notice, Form of Option Agreement and Form of Notice of Exercise to 2005 Equity Incentive
Plan(1)*10.5
    
    2005 Non-Employee Directors Stock Option Plan(1)10.6
    
    Form of Option Grant Notice, Form of Option Agreement and Form of Notice of Exercise to 2005 Non-Employee
Directors Stock Option Plan(1)10.7
    
    2005 Employee Stock Purchase Plan(1)*10.8
    
    Form of Offering Document to 2005 Employee Stock Purchase Plan(1)*10.9
    
    Development Agreement between Registrant and Autoliv ASP, Inc. dated October 3, 2005(1)10.10
    
    Master Security Agreement between Registrant and General Electric Capital Corporation dated May 17, 2005, as
amended on May 18, 2005(1)10.11
    
    Promissory Note between Registrant and General Electric Capital Corporation dated June 15, 2005(1)10.12
    
    Promissory Note between Registrant and General Electric Capital Corporation dated August 24, 2005(1)10.13
    
    Warrant to Purchase shares of Series B Preferred Stock issued to Silicon Valley Bank dated March 20, 2002(1)10.14
    
    Warrant to Purchase shares of Series C Preferred Stock issued to Silicon Valley Bank dated January 7, 2003, as
amended on March 4, 2003(1)10.15
    
    Warrant to Purchase shares of Series C Preferred Stock issued to Silicon Valley Bank dated September 19, 2003(1)10.16
    
    Warrant to Purchase shares of Series C Preferred Stock issued to Silicon Valley Bank dated April 7, 2004(1)10.17
    
    Lease Agreement between the Brittania, LLC and Registrant dated August 25, 2006(2)10.18
    
    First Amendment to Lease between Britannia Hacienda VIII LLC and Registrant dated May 4, 2007(3)10.19
    
    Second Amendment to Lease between Britannia Hacienda VIII LLC and Registrant dated August 28, 2007(4)10.20
    
    Manufacturing and Supply Agreement between Registrant and Autoliv ASP, Inc., dated November 2, 2007(5)10.21
    
    Offer Letter between Registrant and Michael Simms, dated January 23, 2008(5)10.22
    
    Stock and Warrant Purchase Agreement between Registrant and Biomedical Investment Fund Pte Ltd., dated March
26, 2008(6)10.23
    
    Warrant to Purchase shares of Common Stock issued to Biomedical Investment Fund Pte Ltd. dated March 27, 2008(6)10.24
    
    Form of Notice of Grant of Award and Stock Unit Award Agreement to 2005 Equity Incentive Plan(15)
 30




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##### Table of Contents



ExhibitNumber
    
    Description of Document10.25
    
    2009-2010 Performance Based Incentive Program*(10)10.26
    
    Amended and Restated Purchase Option Agreement by and among Registrant, Symphony Allegro Holdings LLC and
Symphony Allegro, Inc. dated June 15, 2009*(11)10.27
    
    Warrant Purchase Agreement between Registrant and Symphony Allegro Holdings LLC dated June 15, 2009(11)10.28
    
    Amended and Restated Registration Rights Agreement between Registrant and Symphony Allegro Holdings LLC dated
June 15, 2009(11)10.29
    
    Form of Amendment to Change of Control Agreement*(12)10.30
    
    Form of Warrants to Purchase Shares of Common Stock, dated August 26, 2009(13)10.31
    
    Letter Agreement among Registrant, Symphony Allegro Holdings LLC, Symphony Capital Partners, L.P. and Symphony
Strategic Partners, LLC, dated August 26, 2009(13)10.32
    
    Securities Purchase Agreement by and among Registrant and the purchasers identified therein, dated September
29, 2009(14)10.33
    
    Form of Warrants to Purchase shares of Common Stock, dated October 5, 2009(14)10.34
    
    Collaboration and License Agreement between Registrant and Biovail Laboratories International SRL dated
February 9, 2010(16)10.35
    
    Manufacture and Supply Agreement between Registrant and Biovail Laboratories International SRL dated February
9, 2010(16)10.36
    
    Loan and Security Agreement between Registrant and Hercules Technology Growth Capital, Inc. dated May 4,
2010(17)10.37
    
    Warrant issued by Registrant to Hercules Technology Growth Capital, Inc. dated May 4, 2010(17)10.38
    
    Common Stock Purchase Agreement between Registrant and Azimuth Opportunity Ltd. dated May 26, 2010(18)10.39
    
    Amendment No. 1 to Manufacturing and Supply Agreement between Registrant and Autoliv ASP, Inc. dated June 30,
2010(17)10.40
    
    Promissory Note issued by Registrant to Autoliv ASP, Inc. dated June 30, 2010(17)10.41*
    
    Form of RSU Agreement between Registrant and each of Thomas B. King, August J. Moretti, James V. Casella and
Michael J. Simms dated May 19, 2010(19)10.42
    
    Amendment No. 1 to Loan and Security Agreement between Registrant and Hercules Technology Growth Capital, Inc.
dated September 20, 2010(20)10.43
    
    Form of Warrant to Purchase Shares of Common Stock dated August 10, 2010(21)10.44
    
    Amendment to 2005 Non Employee Directors Option Plan(20)10.45
    
    2011 Cash Bonus Plan(23)10.46
    
    Amendment No. 2 to Manufacturing and Supply Agreement between Registrant and Autoliv ASP, Inc. dated February
15, 2011(23)10.47
    
    Promissory Note issued by Registrant to Autoliv ASP, Inc. dated February 15, 2011(23)10.48
    
    Form of Notice of Grant of Stock Options to 2005 Equity Incentive Plan(22)*10.49
    
    Form of Option Agreement to 2005 Equity Incentive Plan(22)*10.50
    
    Form of Option Agreement to 2005 Equity Incentive Plan(22)*10.51♦
    
    Summary of Compensation Arrangements with Non-Employee Directors14.1
    
    Alexza Pharmaceuticals, Inc. Code of Business Conduct for Employees, Executive Officers and Directors(2)21.1
    
    Subsidiaries of Registrant(23)23.1
    
    Consent of Independent Registered Public Accounting Firm(23)24.1
    
    Power of Attorney included on the signature pages hereto(23)31.1
    
    Section 302 Certification of CEO(23)31.2
    
    Section 302 Certification of CFO(23)31.3♦
    
    Section 302 Certification of CEO31.4♦
    
    Section 302 Certification of CFO32.1
    
    Section 906 Certifications of CEO and CFO(23)32.2♦
    
    Section 906 Certifications of CEO and CFO
 
 *
    
    Management contract or compensation plan or arrangement.♦
    
    Filed herein
    
    Confidential treatment has been granted with respect to certain
portions of this exhibit. This exhibit omits the information subject
to this confidentiality request. Omitted portions have been filed
separately with the SEC.(1)
    
    Incorporated by reference to exhibits to our Registration Statement
on Form S-1 filed on December 22, 2005, as amended (File No.
333-130644).(2)
    
    Incorporated by reference to our Annual Report on Form 10-K (File No.
000-51820) as filed with the SEC on March 29, 2007.(3)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q (File
No. 000-51820) as filed with the SEC on August 13, 2007.(4)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q (File
No. 000-51820) as filed with the SEC on November 1, 2007. 31




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##### Table of Contents



(5)
    
    Incorporated by reference to our Annual Report on Form 10-K (File No.
000-51820) as filed with the SEC on March 17, 2008.(6)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on March 17, 2008.(7)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on May 30, 2008.(8)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on July 14, 2008.(9)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on June 5, 2006.(10)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on February 24, 2009.(11)
    
    Incorporated by reference to our Current Report on Form 8-K/A (File
No. 000-51820) as filed with the SEC on June 26, 2009.(12)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q (File
No. 000-51820) as filed with the SEC on August 5, 2009.(13)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on August 26, 2009.(14)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on September 30, 2009.(15)
    
    Incorporated by reference to our Annual Report on Form 10-K (File No.
000-51820) as filed with the SEC on March 10, 2009.(16)
    
    Incorporated by reference to our Annual Report on Form 10-K (File No.
000-51820) as filed with the SEC on March 9, 2010.(17)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q (File
No. 000-51820) as filed with the SEC on July 26, 2010.(18)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on May 26, 2010.(19)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q/A
(File No. 000-51820) as filed with the SEC on July 28, 2010.(20)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q (File
No. 000-51820) as filed with the SEC on November 9, 2010.(21)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on August 5, 2010.(22)
    
    Incorporated by reference to our Current Report on Form 8-K (File No.
000-51820) as filed with the SEC on February 22, 2011.(23)
    
    Incorporated by reference to our Annual Report on Form 10-K (File No.
000-51820) as filed with the SEC on March 15, 2011. 32




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##### Table of Contents



SIGNATURES
  ALEXZA PHARMACEUTICALS, INC.By:
    /s/  THOMAS B. KINGThomas B. KingPresident and Chief Executive Officer  33