EX-4.6



 Exhibit 4.6 

ZS PHARMA, INC. 
 FORM OF
INCENTIVE STOCK OPTION GRANT NOTICE 
 (2014 INCENTIVE PLAN) 

ZS Pharma, Inc. (the “Company”), pursuant to its 2014 Incentive Plan, as may be amended from time to time (the “Plan”), hereby
grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Incentive Stock Option Agreement, the Plan
and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 
  

			
	Optionholder:	  	  

	Date of Grant:	  	  

	Type of Grant:	  	Incentive Stock Option1
	Vesting Commencement Date:	  	  

	Number of Shares Subject to Option:	  	  

	Exercise Price (Per Share):	  	  

	Total Exercise Price:	  	  

	Expiration Date:	  	  


 Vesting Schedule: 25% vest after 12 months, 75% vest in equal monthly installments over the next 3 years 

Acceptance of Award: The Optionholder is deemed to accept this grant and to agree that it is subject to the terms and conditions set forth in this
Incentive Stock Option Grant Notice, the Incentive Stock Option Agreement and the Plan unless the Optionholder provides the Company written notification not later than 30 days after the Date of Grant of the Optionholder’s rejection of this
grant (in which case the options shall be forfeited and the Optionholder shall have no further right or interest therein as of the Date of Grant). 

Attachments: Incentive Stock Option Agreement, 2014 Incentive Plan and Notice of Exercise 

 
  

	1 	This Incentive Stock Option (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over
$100,000 is a Nonqualified Stock Option. To the extent the awards do not qualify as an Incentive Stock Option for any other reason, the awards shall be considered a Nonqualified Stock Option. 








 FORM OF INCENTIVE STOCK OPTION AGREEMENT 

INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”), dated as of
                                         (the
“Effective Date”), by and between ZS Pharma, Inc., a Delaware corporation (the “Company”), and
                                         (the
“Optionee”). Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Company’s 2014 Incentive Plan, as amended (the “Plan”). 

WHEREAS, the Company established the Plan in order to provide eligible employees with the opportunity to receive options (the
“Options”) to purchase shares of the Company’s Common Stock (“Common Stock”), pursuant to, and subject to the terms and provisions of, the Plan; 

NOW, THEREFORE, the parties hereto agree as follows: 

1. Number of Shares and Purchase Price. The Company hereby grants the Optionee an Incentive Stock Option (the “Option”) to
purchase [            ] shares of Common Stock (the “Option Shares”) at a purchase price per share equal to
$[            ] (the “Exercise Price”), pursuant to the terms of this Agreement and the provisions of the Plan. 

2. Period of Option and Conditions of Exercise. 

(a) Unless the Option is previously terminated pursuant to this Agreement or the Plan, the Option shall terminate on the tenth anniversary of
the Date of Grant (the “Expiration Date”). Upon the termination of the Option, all rights of the Optionee hereunder shall cease. 

(b) Subject to the provisions of the Plan and this Agreement, the Option shall become exercisable as set forth on the Option Grant Notice to
which this Agreement is attached. 
 3. Change in Control. 

Notwithstanding the vesting schedule set forth on the Option Grant Notice, all unvested Options shall immediately vest and become immediately
exercisable if, within 12 months following the occurrence of a Change in Control (as defined in the Plan), the Optionee’s employment or service is terminated by the Company without Cause or the Optionee resigns for Good Reason; provided the
Optionee is continuously employed by or in service with the Company from the Effective Date through the date of such termination of employment or service. 

4. Termination of Employment. 

(a) Except as provided in this Section 4, the Option may not be exercised after the Optionee has ceased to be employed by or serve as a
consultant to the Company or one of its affiliates. In the event that the Optionee ceases to be employed by or serve as a consultant to the Company or one of its affiliates, the Option may be exercised following such termination, as follows: 

(i) if the Optionee’s termination of employment or cessation of services is due to his or her death or Disability (as
defined in the Plan), the Option shall remain exercisable for a period of one year (but in no event later than the Expiration Date) following the Optionee’s death or Disability for all Option Shares for which the Option was otherwise
exercisable at the date of Optionee’s death or Disability, and shall thereafter terminate; 
 (ii) if the Optionee
ceases to be employed by or serve as consultant to the Company or an affiliate other than due to death, Disability or termination for Cause, the Option shall remain exercisable for a period of ninety (90) days following such termination (but in
no event later than the Expiration Date) with respect to all Option Shares for which the Option was otherwise exercisable as of the date of such termination, and shall thereafter terminate; and 







 (iii) if the Optionee’s termination is by the Company or one of its
affiliates for Cause (as defined below), the Option shall terminate immediately on the date of the such termination. 
 5. Exercise of
Option. 
 (a) The Option may be exercised only by the Optionee or, in the event of the death or incapacity of the Optionee, the
Optionee’s successor, heir or legal representative. The Option shall be exercised by delivery to the Company of (i) a written notice, substantially in the form attached hereto as Exhibit A, specifying the number of Option Shares for
which the Option is being exercised to purchase, and (ii) full payment of the Exercise Price for such number of Option Shares being purchased (in respect of such Option Shares, the “Total Exercise Price”), in the manner provided
below, and any transfer or withholding taxes applicable thereto. 
 (b) Payment of the Exercise Price for any Option Shares being purchased
shall be made by delivery to the Company of cash or by certified or cashier’s check. 
 (c) The Option may be exercised only to
purchase whole shares of Common Stock, and in no case may a fractional share of Common Stock be purchased. The right of the Optionee to purchase Option Shares for which the Option is then exercisable may be exercised, in whole or in part, at any
time or from time to time, prior to the Expiration Date. 
 (d) The Company may require the Optionee to pay, prior to the delivery of any
Option Shares to which the Optionee shall be entitled upon exercise of the Option, an amount equal to the Federal, state and local income taxes and other amounts required by law to be withheld by the Company with respect thereto. Alternatively, the
Optionee may authorize the Company to withhold from the number of Option Shares he or she would otherwise receive upon exercise of the Option, that number of Option Shares having a Fair Market Value equal to the amount of such required tax. 

(e) Any Option that is exercised in a manner that prevents its qualification as an Incentive Stock Option shall be treated for all purposes as
a Nonqualified Stock Option. 
 6. Definitions. For purposes of this Agreement: 

(a) “Cause” shall mean the termination of a consulting relationship or employment of an individual with the Company or any of its
affiliates as a result of (i) the performance by such individual of any activity involving fraud or dishonesty, (ii) the conviction of the individual of a felony or crime involving moral turpitude, (iii) the failure or refusal of such
individual to reasonably or satisfactorily perform any material duties or responsibilities reasonably required of such individual by the Company or any of its affiliates, (iv) the gross negligence or willful neglect or malfeasance by the
individual in the performance or non-performance of such individual’s duties or responsibilities to the Company or any of its affiliates, or (v) any unauthorized act or omission by such individual that is injurious in any material respect
to the financial condition or business reputation of the Company or any of its affiliates. 
 (b) “Good Reason” for purposes of
the Agreement shall mean good reason as defined in any written employment or consulting agreement between the Optionee and the Company or an affiliate in effect at the time of the Optionee’s termination of employment or service or, in the
absence of any such employment or consulting agreement, shall mean the occurrence of any of the following events: (i) a material diminution in the Optionee’s base salary or base rate of pay or (ii) the involuntary relocation of the
geographic location of the Optionee’s principal place of employment or service by more than 50 miles from the location of the Optionee’s principal place of employment or service as of the Effective Date. Notwithstanding the foregoing, any
assertion by the Grantee of a termination of employment or service for Good Reason shall not be effective unless all of the following requirements are satisfied: (1) the condition described in clause (i) or (ii) above giving rise to
the Optionee’s termination of employment or service must have arisen without the Optionee’s consent; (2) the Optionee must provide written notice to the Company of such condition in accordance with Section 8(c) within 30 days of
the initial existence of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company (“cure period”); and (4) the Optionee’s termination of
employment or service 

  
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must occur within 30 days after the end of the cure period. If the Optionee does not provide the notice described in clause (2) above, or if the Company corrects the event during the cure
period as described in clause (3) above, or the Optionee does not terminate employment or service as described in clause (4) above, then the event shall not constitute Good Reason. 

7. Tax Withholding. 
 (a)
If the Optionee fails to comply with the requirements of Section 422(a) of the Code (as from time to time redesignated or amended), subsection (a)(1) of which currently requires that any Shares acquired upon exercise of the Option not be
disposed of within two (2) years of the Date of Grant or one (1) year from the date on which such Shares are acquired, Optionee understands that the tax treatment otherwise applicable to the Option shall not be available. 

(b) The Optionee understands that, to the extent that the aggregate Fair Market Value of Option Shares (as of the Date of Grant) with respect
to which the Option is exercisable for the first time by the Optionee during any calendar year under the Plan shall exceed $100,000, or if the Option does not meet the requirements of an Incentive Stock Option for any other reason, the Option shall
be treated as a Nonqualified Stock Option. 
 (c) The Company shall have the power and the right to deduct or withhold, or require a
Optionee to remit to the Company, an amount sufficient to satisfy any Federal, state, and local taxes (including the Optionee’s FICA obligation) required by law to be withheld as a result of any taxable event arising in connection with the
Option, in accordance with the terms of the Plan. 
 (d) The Option shall be construed insofar as is practicable to permit its continued
qualification as an Incentive Stock Option; if, however, the Option no longer so qualifies, it shall be treated for all purposes as a Nonqualified Stock Option. 

8. Miscellaneous. 
 (a)
Entire Agreement. This Agreement and the Plan contain the entire understanding and agreement of the Company and the Optionee concerning the subject matter hereof, and supersede all earlier negotiations and understandings, written or oral,
between the parties with respect thereto. 
 (b) Captions. The captions and section numbers appearing in this Agreement are inserted
only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement. 

(c) Notices. Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail,
return receipt requested, addressed, if to the Company or the Committee, to the attention of the Chief Executive Officer of the Company at the principal office of the Company and, if to the Optionee, to the Optionee’s last known address
contained in the personnel records of the Company. 
 (d) Succession and Transfer. Each and all of the provisions of this Agreement
are binding upon and inure to the benefit of the Company and the Optionee and their successors, assigns and legal representatives; provided, however, that the Option granted hereunder shall not be transferable by the Optionee (or the Optionee’s
successor or legal representative) other than by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee, only by the Optionee or by his or her guardian or legal representative. 

(e) Amendments. Subject to the provisions of the Plan, this Agreement may be amended or modified at any time by an instrument in
writing signed by the parties hereto. 

  
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 (f) Governing Law. This Agreement and the rights of all persons claiming hereunder will
be construed and determined in accordance with the laws of the State of Delaware without giving effect to the choice of law principles thereof. 

(g) Plan Controls. This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are
hereby incorporated by reference into this Agreement. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. 

 

  
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 EXHIBIT A 

NOTICE OF EXERCISE 
 OF
EMPLOYEE STOCK OPTION 

                    ,
         
 ZS Pharma, Inc. 

508 Wrangler Drive 
 Suite 100 

Coppell, Texas 75019 
 Attention:
                     
 Ladies and Gentlemen:

 Reference is made to that certain Incentive Stock Option Agreement, dated as of
                    , by and between ZS Pharma, Inc. (the “Company”) and
                    . Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.

 I am hereby exercising the Option to purchase
                     Option Shares at the Exercise Price of
$                     per share, for a Total Exercise Price of
$                    . 
 I am paying
                    % of the Total Exercise Price with respect to the Option Shares as follows: 

 

	 	            	By enclosing cash and/or a certified or cashier’s check payable to the Company in the amount of $            . 


I am paying the local, state and Federal withholding taxes and/or all other taxes that the Company has advised me are due as follows: 

 

			
	 	  	By enclosing cash and/or a certified or cashier’s check payable to the Company in the amount of $            .
		
	______	  	By authorizing the Company to withhold from the number of Option Shares I would otherwise receive upon this exercise of the Option that number of Option Shares having a fair market value equal to the tax amount due.


 I acknowledge that the Company has no obligation to issue a certificate evidencing any Option Shares
purchasable by me until the Total Exercise Price of such Option Shares is fully paid as set forth in the Agreement. 
  

	
	Very truly yours,
	
	            (Signature)
	Name:
	Address:
	
	Telephone:         (     )
	Social Security Number:



  
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