EX-10.1


 Exhibit 10.1 

September 7, 2016 
 Georgia Erbez 

Dear Georgia: 
 This letter will confirm the
terms and conditions of your employment with ZP Opco, Inc., a Delaware corporation (the “Company”) and wholly owned subsidiary of Zosano Pharma Corporation, a Delaware corporation (the “Parent”). 

1. Position and Duties. Effective September 8, 2016 (the “Start Date”), you will be the Chief Business
Officer and Interim Chief Financial Officer of the Parent and the Company. You will report to the Chief Executive Officer of the Parent (the “CEO”). Like other officers of the Parent, you will be a full-time employee of the
Company. You agree to perform the duties of your positions and such other duties as may reasonably be assigned to you from time to time by the CEO. You also agree that, while employed by the Company, you will devote your full business time and your
best efforts, business judgment, skill and knowledge to the advancement of the business and interests of the Parent, the Company and their respective Affiliates (as defined in Section 6) and to the discharge of your duties and responsibilities
for them. 
 2. Compensation and Benefits. During your employment, as compensation for the services performed by you for the Company
and its Affiliates, the Company will provide you the following pay and benefits: 
 (a) Base Salary. Effective on the Start Date, the
Company will pay you a base salary at the rate of $350,000 per year, payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Compensation Committee of the Board of Directors of the
Parent (the “Compensation Committee”) in its discretion. 
 (b) Bonus Compensation. During employment, you
will be considered annually for a bonus. Your bonus target for each year is an amount equal to 40% of your base salary as of the end of such year. The amount of any bonus awarded will be determined by the Compensation Committee in its discretion
after consideration of a proposal from the CEO, and will be based on (i) your performance and the performance of the Company against goals established annually and (ii) the terms and conditions of the Parent’s employee bonus program,
adopted by the Compensation Committee on February 27, 2015. Any such bonus will be paid to you in a lump sum prior to March 15 of the year following the year in which your right to the bonus became vested. 







 Georgia Erbez 

September 7, 2016 
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 (c) Stock Options. 

(i) The Compensation Committee shall grant you a nonstatutory stock option to purchase 252,000 shares (the “Option”)
of common stock, $0.0001 par value per share, of Parent (“Common Stock”). 
 (ii) The Option, and any other stock
option that is granted to you in the future, shall (A) have an exercise price per share equal to the closing price per share of Common Stock on the date of the grant, and (B) be subject to vesting requirements such that 25% of the Option
shares shall vest on the first anniversary of the date of grant and an additional 1/48th of the total Option shares shall vest thereafter on the monthly anniversary of such date. 

(d) Participation in Employee Benefit Plans. You shall be entitled to participate in any and all employee benefit plans from time to
time in effect for the full-time employees of the Company generally, but the Company shall not be required to establish any such program or plan. Such participation shall be subject to (i) the terms of the applicable plan documents and
(ii) generally applicable Company policies. The Company may alter, modify, add to or delete its employee benefit plans at any time as it, in its sole discretion, determines to be appropriate. 

(e) Vacations. You will be entitled to three weeks of paid vacation per year, in addition to holidays observed by the Company. Vacation
may be taken at such times and intervals as you shall determine, subject to the reasonable business needs of the Company. 
 (f) Business
Expenses. The Company will pay or reimburse you for all reasonable business expenses incurred or paid by you in the performance of your duties and responsibilities for the Company, subject to any maximum annual limit and other restrictions on
such expenses set by the Company and to such reasonable substantiation and documentation as it may specify from time to time. 
 3.
Confidential Information and Restricted Activities. 
 (a) Confidential Information. During the course of your employment with
the Company, you will learn of Confidential Information (as defined in Section 6), and you may develop Confidential Information on behalf of the Company. You agree that you will not use or disclose to any Person (as defined in Section 6)
any Confidential Information obtained by you incident to your employment or any other association with the Company or any of its Affiliates, except as required by applicable law or for the proper performance of your regular duties and
responsibilities for the Company. You understand that this restriction shall continue to apply for three (3) years after your employment terminates, regardless of the reason for such termination. In addition, you agree to sign the
Company’s standard form of invention assignment agreement as a condition of your employment hereunder. 







 Georgia Erbez 

September 7, 2016 
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 (b) Protection of Documents. All documents, records and files, in any media of
whatever kind and description, relating to the business, present or otherwise, of the Parent, the Company or any of their respective Affiliates, and any copies, in whole or in part, thereof (the “Documents”), whether or not
prepared by you, shall be the sole and exclusive property of the Company. You agree to safeguard all Documents and to surrender to the Company, at the time your employment terminates or at such earlier time or times as the CEO may specify, all
Documents then in your possession or control. 
 (c) Non-Solicitation. You acknowledge that in your employment with the Company you
will have access to Confidential Information which, if disclosed, would assist in competition against the Company and its Affiliates, and that you will also generate good will for the Company and its Affiliates in the course of your employment.
Therefore, you agree that the following restrictions on your activities during and after the termination of your employment are necessary to protect the good will, Confidential Information and other legitimate interests of the Company and its
Affiliates: While you are employed by the Company and during the 12 months immediately following termination of your employment for whatever reason, you shall not, directly or through any other Person, (A) seek to persuade any employee of the
Company or any of its Affiliates to discontinue employment or (B) solicit or encourage any customer, distributor, vendor, or other business partner of the Company or any of its Affiliates or any independent contractor providing services to the
Company or any of its Affiliates to terminate or diminish its relationship with them. For purposes of the foregoing, the terms “employee,” “customer,” “distributor,” and “vendor”
shall also include any person or party who held such status during the immediately preceding six (6) months. 
 (d) Enforcement of
Restrictions. In signing this letter agreement, you give the Company assurance that you have carefully read and considered all the terms and conditions of this letter agreement, including the restraints imposed on you under this Section 3.
You agree without reservation that these restraints are necessary for the reasonable and proper protection of the Company and its Affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time
and geographic area. You further agree that, were you to breach any of the covenants contained in this Section 3, the damage to the Company and its Affiliates would be irreparable. You therefore agree that the Company, in addition to any other
remedies available to it, shall be entitled to preliminary and permanent injunctive relief against any breach or threatened breach by you of any of those covenants, without having to post bond. You also agree that the period of restriction in
Section 3(c) shall be tolled and shall not run during any period you are in violation thereof. You and the Company further agree that, in the event that any provision of this Section 3 is determined by any court of competent jurisdiction
to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, that provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by
law. It is also agreed that each of the Company’s Affiliates shall have the right to enforce all of your obligations to that Affiliate under this letter agreement, including without limitation pursuant to this Section 3. It is agreed and
understood that the terms of this letter agreement are severable, and that no breach of any provision of this letter agreement or any other purported violation of law by the Company shall operate to excuse you from the performance of your
obligations under this Section 3. 







 Georgia Erbez 

September 7, 2016 
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 4. Termination of Employment. Your employment under this letter agreement shall
continue for no definite term until terminated pursuant to this Section 4. 
 (a) The Company may terminate your employment for Cause
upon written notice to you setting forth in reasonable detail the nature of the Cause (as defined below). The following, as determined by the Company in its reasonable judgment, shall constitute “Cause” for termination:
(i) your persistent and willful refusal to follow reasonable directives of the CEO; (ii) gross negligence or willful misconduct in the performance of your duties and responsibilities to the Company or any of its Affiliates; (iii) your
material breach of this letter agreement or any other agreement between you and the Company or any of its Affiliates, which breach continues for more than 15 days after the Company gives you written notice which sets forth in reasonable detail the
nature of such breach; or (iv) other conduct by you that is or could reasonably anticipated to be materially harmful to the business, interests or reputation of the Company or any of its Affiliates. The Company also may terminate your
employment other than for Cause upon written notice to you. 
 (b) You may terminate your employment for Good Reason (as defined below) upon
written notice to the Company setting forth in reasonable detail the nature of the Good Reason. The following shall constitute “Good Reason” for termination: (i) the Company’s failure to continue you in the position of
Chief Business Officer of the Company with such duties typically associated with such position, or (ii) failure of the Company to provide you compensation and benefits in accordance with the terms of Section 2, above, for more than ten
(10) business days after notice from you specifying in reasonable detail the nature of such failure, except in connection with a decrease in salary affecting each senior management employee of the Company in a proportionate manner,
(iii) relocation of your principal place of employment to a location other than the greater San Francisco Bay area, California, or (iv) the failure of the Company’s successor to assume the Company’s obligations under this
Agreement upon a Change in Control. You may also terminate your employment other than for Good Reason upon 30 days’ written notice to the Company. 

(c) In the event you become disabled during employment and, as a result, are unable to continue to perform substantially all of your duties
and responsibilities under this letter agreement, either with or without reasonable accommodation, the Company will continue to pay you your base salary and to provide you benefits in accordance with Section 2(d) above, to the extent permitted
by plan terms, for up to twelve (12) weeks of disability during any period of three hundred and sixty-five (365) consecutive calendar days. If you are unable to return to work after twelve (12) weeks of disability, the Company may
terminate your employment, upon notice to you. If any question shall arise as to whether you are disabled to the extent that you are unable to perform substantially all of your duties and responsibilities for the Company and its Affiliates, you
shall, at the Company’s request, submit to a medical examination by a physician selected by the Company to whom you or your guardian, if any, has no reasonable objection to determine whether you are so disabled, and such determination shall for
the purposes of this letter agreement be conclusive of the issue. If such a question arises and you fail to submit to the requested medical examination, the Company’s determination of the issue shall be binding on you. 







 Georgia Erbez 

September 7, 2016 
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 5. Severance Payments and Other Matters Related to Termination. 

(a) Involuntary Termination. In the event of termination of your employment by the Company other than for Cause, or in the event of
your termination of employment for Good Reason in either case outside the Change in Control period stated in Section 5(b), the Company will (i) continue to pay you your base salary in effect at the time of such termination (disregarding
any decrease that forms the basis of a resignation for Good Reason pursuant to Section 4(b)(ii)) for a period of six (6) months from and after the date of termination and (ii) continue to provide you with group medical, dental and
vision insurance for a period of six (6) months from and after the date of your termination. The Company will also pay you on the date of termination any base salary, bonus and other wages earned but not paid through the date of termination,
and pay for any vacation time accrued but not used to that date. In addition, as provided in Section 2(c), the vesting schedule for any stock options and other equity incentive awards outstanding on the date of termination will automatically
accelerate so that 25% of any then unvested option shares and other equity incentive awards shall immediately vest and become exercisable upon such termination. Except as set forth in clause (ii) of the first sentence of this Section 5(a),
benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment. 

(b) Involuntary Termination within One Year after Change in Control. In the event of termination of your employment by the Company (or
its successor) other than for Cause, or in the event of your termination of employment for Good Reason, in either case during the one (1)-year period following a Change in Control (a “Constructive Termination Event”), the Company
(or its successor) will, in lieu of any severance under Section 5(a) above, pay you, upon receiving the signed Employee Release pursuant to Section 5(c),: (i) a lump sum severance payment equal to twelve (12) months of your base
salary in effect at the time of such termination (disregarding any decrease that forms the basis of a resignation for Good Reason pursuant to Section 4(b)(ii)) and (ii) a lump sum cash amount equal to the total cost of the projected
premiums for group medical, dental and vision insurance for a period of twelve (12) months covering the period from and after the date of your termination. The Company (or its successor) will also pay you on the date of termination any base
salary, bonus and other wages earned but not paid through the date of termination, and pay for any vacation time accrued but not used to that date. In addition, as provided in Section 2(c), the vesting schedule for any stock options and other
equity incentive awards outstanding on the date of termination will automatically accelerate so that 100% of any then unvested option shares and other equity incentive awards shall immediately vest and become exercisable upon such termination.
Except as set forth in clause (ii) of the first sentence of this Section 5(b), benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment. 







 Georgia Erbez 

September 7, 2016 
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 (c) Severance Conditional Upon Release. Any obligation of the Company to provide you
severance payments under Sections 5(a) and 5(b) above shall be conditioned upon your signing a general release of claims in the form provided by the Company and reasonably acceptable to you (the “Employee Release”) within twenty-one (21) days after the date on which you receive such Employee Release and upon your not revoking the Employee Release thereafter. Except as set forth in Section 5(b) regarding lump sum payments,
all base salary and bonus severance payments will be payable in accordance with the normal payroll practices of the Company and will begin at the Company’s (or its successor’s) next regular payroll period following the effective date of
the Employee Release, but shall be retroactive to the date of termination. For the avoidance of doubt, no cash compensation that may be earned by you pursuant to employment or a consulting arrangement with a Person other than the Company during the
period of time that the Company (or its successor) is making payments to you pursuant to this Section 5 shall be credited toward the Company’s severance obligations under this Section 5. Notwithstanding anything to the contrary
contained in this letter agreement, in the event that at the time of your separation from service you are a “specified employee,” as hereinafter defined, any and all amounts payable under this Section 5 in connection with such
separation from service that constitute deferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), as determined by the Company in its sole discretion, and that would
(but for this sentence) be payable within six (6) months following such separation from service, shall instead be paid on the date that follows the date of such separation from service by six (6) months. For purposes of the preceding
sentence, “separation from service” shall be determined in a manner consistent with subsection (a)(2)(A)(i) of Section 409A and the term “specified employee” shall mean an individual determined by the Company
to be a specified employee as defined in subsection (a)(2)(B)(i) of Section 409A. 
 (d) Termination for Cause or Voluntary
Termination. In the event of termination of your employment by the Company for Cause or your termination other than for Good Reason, the Company will pay you any base salary and other wages earned but not paid through the date of termination and
pay for any vacation time accrued but not used to that date. The Company shall have no obligation to pay you any bonus compensation or severance payments. Except for any right you may have under the federal law known as “COBRA” to continue
participation in the Company’s group health and dental plans at your cost, benefits shall terminate in accordance with the terms of the applicable benefit plans based on the date of termination of your employment. 

(e) Survival of Certain Provisions. Provisions of this letter agreement shall survive any termination if so provided in this letter
agreement or if necessary or desirable to accomplish the purposes of other surviving provisions, including without limitation your obligations under Section 3 of this letter agreement. The obligation of the Company (or its successor) to make
severance payments to you under Section 5(a) or 5(b) above, and your right to retain such payments, are expressly conditioned upon your continued full performance of your obligations under Section 3 hereof. Upon termination by either you
or the Company, all rights, duties and obligations of you and the Company to each other shall cease, except as otherwise expressly provided in this letter agreement. 







 Georgia Erbez 

September 7, 2016 
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 6. Definitions. For purposes of this letter agreement, the following definitions
apply: 
 “Affiliates” means all persons and entities directly or indirectly controlling, controlled by or under common
control with the Company, where control may be by management authority, equity interest or otherwise. 
 “Confidential
Information” means any and all information of the Company and its Affiliates that is not generally available to the public. Confidential Information also includes any information received by the Company or any of its Affiliates from any
Person with any understanding, express or implied, that it will not be disclosed. Confidential Information does not include information that enters the public domain, other than through your breach of your obligations under this letter agreement.

 “Change in Control” means (A) the sale, lease, exchange, transfer or other disposition of all or substantially all
of the assets of the Company or its Affiliates (other than Zosano, Inc.), or (B) any merger, consolidation, acquisition of the Company, or other business combination or stock sale (other than a sale of stock for capital raising purposes) that
results in the holders of the outstanding voting securities of the Company or Parent immediately prior to such transaction beneficially owning or controlling immediately after such transaction less than a majority of the voting securities of the
Company or Parent, respectively, or the surviving entity or the entity that controls such surviving entity. 
 “Person”
means an individual, a corporation, a limited liability company, an association, a partnership, an estate, a trust or any other entity or organization, other than the Company or any of its Affiliates. 

7. Conflicting Agreements. You hereby represent and warrant that your signing of this letter agreement and the performance of your
obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound, and that you are not now subject to any covenants against competition or similar covenants or any court orders that could affect
the performance of your obligations under this letter agreement. You agree that you will not disclose to or use on behalf of the Company any proprietary information of a third party without that party’s consent. 

8. Withholding. All payments made by the Company under this letter agreement shall be reduced by any tax or other amounts required to
be withheld by the Company under applicable law. 
 9. Assignment. Neither you, the Company nor Parent may make any assignment of
this letter agreement or any interest in it, by operation of law or otherwise, without the prior written consent of the other parties; provided, however, that each of the Company and Parent 







 Georgia Erbez 

September 7, 2016 
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may assign its rights and obligations under this letter agreement without your consent to one of its Affiliates or to any Person with whom it shall hereafter effect a reorganization, consolidate
with, or merge into or to whom it transfers all or substantially all of its properties or assets. This letter agreement shall inure to the benefit of and be binding upon you, the Company and Parent, and each of our respective successors, executors,
administrators, heirs and permitted assigns. 
 10. Severability. If any portion or provision of this letter agreement shall to any
extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this letter agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or
unenforceable, shall not be affected thereby, and each portion and provision of this letter agreement shall be valid and enforceable to the fullest extent permitted by law. 

11. Miscellaneous. This letter agreement sets forth the entire agreement between you and the Company and replaces all prior and
contemporaneous communications, agreements and understandings, written or oral, with respect to the terms and conditions of your employment with the Company. This letter agreement may not be modified or amended, and no breach shall be deemed to be
waived, unless agreed to in writing by you and the Company. The headings and captions in this letter agreement are for convenience only and in no way define or describe the scope or content of any provision of this letter agreement. The words
“include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” This letter agreement may be executed in two or more
counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This is a California contract and shall be governed and construed in accordance with the laws of the State of California,
without regard to the conflict of lawsprinciples thereof. Nothing in this letter agreement or any other Company agreement, policy, practice, procedure, directive or instruction limits your ability to (a) file a charge or complaint with any
governmental agency, governmental commission or other governmental authority (“Governmental Authority”), (b) report possible violations of law or regulation to any Governmental Authority, (c) make
other disclosures that are protected under the whistleblower provisions of applicable law or regulation, or (d) receive a whistleblower or other award from a Governmental Authority for information provided to a Governmental Authority. You do
not need permission from anyone at the Company or the Company’s legal counsel in order to take any of the actions described in the preceding sentence, and you do not have to notify the Company that you have taken or intend to take any of these
actions. In addition, nothing in this Agreement is intended to interfere with or restrain the immunity provided under 18 U.S.C. section 1833(b) for confidential disclosures of trade secrets (x) to lawyers or government officials solely for the
purpose of reporting or investigating a suspected violation of law or (y) in a sealed filing in court or another legal proceeding. 

12. Notices. Any notices provided for in this letter agreement shall be in writing and shall be effective when delivered in person or
deposited in the United States mail, postage prepaid, and addressed to you at your last known address on the books of the Company or, in the case of the Company, to it at its principal place of business, or to such other address as either party may
specify by notice to the other actually received. 
 * * * * * 







 Georgia Erbez 

September 7, 2016 
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 At the time this letter agreement is signed by you and on behalf of the Company and Parent,
it will take effect as a binding agreement among you, the Company and Parent on the basis set forth above. 
  

							
	ZOSANO PHARMA CORPORATION	 		 	EMPLOYEE:
				
	By:	 	/s/ Konstantinos Alataris	 		 	/s/ Georgia Erbez
		 	Name: Konstantinos Alataris	 		 	Georgia Erbez
		 	Title: President and Chief Executive Officer	 		 	
			
	Date signed: September 7, 2016	 		 	Date signed: September 7, 2016
			
	ZP OPCO, INC.	 		 	
				
	By:	 	/s/ Konstantinos Alataris	 		 	
		 	Name: Konstantinos Alataris	 		 	
		 	Title: Chief Executive Officer	 		 	
			
	Date signed: September 7, 2016