exv10w5



 






Exhibit 10.5




Alexza Pharmaceuticals, Inc.

2005 Equity Incentive Plan 




Option Grant Notice



Alexza Pharmaceuticals, Inc. (the “Company”), pursuant to its 2005 Equity Incentive Plan (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 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:
	 	 
	 

	 	 

	Vesting Commencement Date:
	 	 
	 

	 	 

	Number of Shares Subject to Option:
	 	 
	 

	 	 

	Exercise Price (Per Share):
	 	 
	 

	 	 

	Total Exercise Price:
	 	 
	 

	 	 

	Expiration Date:
	 	 
	 

	 	 







	 	 	 	 	 
	Type of Grant:

	 	o Incentive Stock Option1
	 	o Nonstatutory Stock Option






	 	 	 
	Exercise Schedule:

	 	[Initial Grant: 1/4th of the shares vest and become exercisable one year after the Vesting Commencement
Date; the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly
installments measured from the first anniversary of the Vesting Commencement Date.]
	 
	 	 
	 

	 	[Refresher Grant: The shares vest and become exercisable in a series of
forty-eight (48) successive equal monthly installments over the four (4)-year
period measured from the Vesting Commencement Date.]






	 	 	 
	Payment:

	 	By one or a combination of the following items (described in the Option Agreement):
	 
	 	 
	 

	 	o By cash or check
	 

	 	o Pursuant to a Regulation T Program if the Shares are publicly traded
	 

	 	o By delivery of already-owned shares if the Shares are publicly traded
	 

	 	o By net exercise2





Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and
understands and agrees to, this Option Grant Notice, the Option Agreement, and the Plan.
Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the
Option Agreement, and the Plan set forth the entire understanding between Optionholder and the
Company regarding the acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted and delivered to
Optionholder under the Plan, and (ii) the following agreements only:




	 	 	 
	Other Agreements:

	 	 

	 
	 	 
	 

	 	 









 




			
	1	 	If this is an Incentive Stock Option, it (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 Nonstatutory Stock Option.
	 
	2	 	An Incentive Stock Option may not be
exercised by a net exercise arrangement.




 









 










	 	 	 	 	 	 	 
	Alexza Pharmaceuticals, Inc.	 	Optionholder:
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Signature
	 	 	 	Signature
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 





Attachments: Option Agreement, 2005 Equity Incentive Plan, and Notice of Exercise




 









 








Attachment I




Option Agreement





 










 








Alexza Pharmaceuticals, Inc.

2005 Equity Incentive Plan




Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)




     Pursuant to your Option Grant Notice (“Grant Notice”) and this Option Agreement, Alexza
Pharmaceuticals, Inc. (the “Company”) has granted you an option under its 2005 Equity Incentive
Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly
defined in this Option Agreement but defined in the Plan shall have the same definitions as in the
Plan.



     The details of your option are as follows:



     1. Vesting. Subject to the limitations contained herein, your option will vest as
provided in your Grant Notice, provided that vesting will cease upon the termination of your
Continuous Service.



     2. Number of Shares and Exercise Price. The number of shares of Common Stock subject
to your option and your exercise price per share referenced in your Grant Notice may be adjusted
from time to time for Capitalization Adjustments.



     3. Exercise Restriction for Non-Exempt Employees. In the event that you are an
Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended
(i.e., a “Non-Exempt Employee”), you may not exercise your option until you have completed at least
six (6) months of Continuous Service measured from the Date of Grant specified in your Grant
Notice, notwithstanding any other provision of your option.



     4. Method of Payment. Payment of the exercise price is due in full upon exercise of
all or any part of your option. You may elect to make payment of the exercise price in cash or by
check or in any other manner permitted by your Grant Notice, which may include one or more of the
following:



          (a) In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check)
by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.




          (b) In the Company’s sole discretion at the time your option is exercised and provided that at
the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned
shares of Common Stock either that you have held for the period required to avoid a charge to the
Company’s reported earnings (generally six (6) months) or that you did not





1.









 







acquire, directly or indirectly from the Company, that are owned free and clear of any liens,
claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of
exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you
exercise your option, shall include delivery to the Company of your attestation of ownership of
such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, you
may not exercise your option by tender to the Company of Common Stock to the extent such tender
would violate the provisions of any law, regulation or agreement restricting the redemption of the
Company’s stock.




     5. Whole Shares. You may exercise your option only for whole shares of Common Stock.



     6. Securities Law Compliance. Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of Common Stock are not
then so registered, the Company has determined that such exercise and issuance would be exempt from
the registration requirements of the Securities Act. The exercise of your option also must comply
with other applicable laws and regulations governing your option, and you may not exercise your
option if the Company determines that such exercise would not be in material compliance with such
laws and regulations.



     7. Term. You may not exercise your option before the commencement or after the
expiration of its term. The term of your option commences on the Date of Grant and expires upon
the earliest of the following:



          (a) three (3) months after the termination of your Continuous Service for any reason other
than your Disability or death [or in connection with a Change in Control]; provided, however, that
(i) if during any part of such three (3) month period your option is not exercisable solely because
of the condition set forth in Section 6, your option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months
after the termination of your Continuous Service[ and (ii) if (x) you are a Non-Exempt Employee,
(y) you terminate your Continuous Service within six (6) months after the Date of Grant specified
in your Grant Notice, and (z) you have vested in a portion of your option at the time of your
termination of Continuous Service, your option shall not expire until the earlier of (A) the later
of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the
date that is three (3) months after the termination of your Continuous Service or (B) the
Expiration Date];




          (b) twelve (12) months after the termination of your Continuous Service due to your
Disability;




          (c) eighteen (18) months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates;




          (d) [twelve (12) months after the termination of your Continuous Service if your Continuous
Service terminates as of or within three (3) months prior to or twelve (12) months following such
Change in Control;]




2.









 








          (e) the Expiration Date indicated in your Grant Notice; or




          (f) the day before the tenth (10th) anniversary of the Date of Grant.




     If your option is an Incentive Stock Option, note that to obtain the federal income tax
advantages associated with an Incentive Stock Option, the Code requires that at all times beginning
on the date of grant of your option and ending on the day three (3) months before the date of your
option’s exercise, you must be an employee of the Company or an Affiliate, except in the event of
your death or Disability. The Company has provided for extended exercisability of your option
under certain circumstances for your benefit but cannot guarantee that your option will necessarily
be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise
your option more than three (3) months after the date your employment with the Company or an
Affiliate terminates.



     8. Exercise.



          (a) You may exercise the vested portion of your option (and the unvested portion of your
option if your Grant Notice so permits) during its term by delivering a Notice of Exercise (in a
form designated by the Company) together with the exercise price to the Secretary of the Company,
or to such other person as the Company may designate, during regular business hours, together with
such additional documents as the Company may then require.




          (b) By exercising your option you agree that, as a condition to any exercise of your option,
the Company may require you to enter into an arrangement providing for the payment by you to the
Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of
your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common
Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock
acquired upon such exercise.




          (c) If your option is an Incentive Stock Option, by exercising your option you agree that you
will notify the Company in writing within fifteen (15) days after the date of any disposition of
any of the shares of the Common Stock issued upon exercise of your option that occurs within two
(2) years after the date of your option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of your option.




     9. Transferability. Your option is not transferable, except by will or by the laws
of descent and distribution, and is exercisable during your life only by you. Notwithstanding the
foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you
may designate a third party who, in the event of your death, shall thereafter be entitled to
exercise your option. In addition, you may transfer your option to a trust if you are considered
to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law)
while the option is held in the trust, provided that you and the trustee enter into transfer and
other agreements required by the Company.



3.









 





     10. [Change In Control. 



* * * Drafting Note: Delete Section 10 for optionees not having double trigger

acceleration of vesting. * * *




          (a) If your Continuous Service terminates within three (3) months prior to, or twelve (12)
months following, the effective date of a Change in Control due to (i) an involuntary termination
(excluding death or Disability) without Cause, or (ii) a voluntary termination for Good Reason, the
vesting and exercisability of your option shall be accelerated in full.




          (b) “Cause” means: (i) your arrest for violation of a state or federal criminal law involving
the commission of any felony against the Company; (ii) your intentional, material violation of any
material written contract or agreement between you and the Company (which, if curable, is not cured
within twenty (20) days after written notice thereof by the Company to you); (iv) your unauthorized
use or disclosure of the Company’s confidential information or trade secrets; or (v) your continued
gross misconduct (which, if curable, is not cured within twenty (20) days after written notice
thereof by the Company to you). The determination that a termination is for Cause shall be made by
the Company in its sole discretion. Any determination by the Company that your employment was
terminated with or without Cause for the purposes of your option shall have no effect upon any
determination of the rights or obligations of the Company or you for any other purpose.




          (c) “Good Reason” means that one or more of the following are undertaken by the Company
without your express written consent: (i) relocation of your place of work greater than
twenty-five miles from your current work location; (ii) a decrease in compensation of more than
fifteen percent; or (iii) the Company unilaterally makes significant detrimental changes to your
job responsibilities, including without limitation any action resulting in a diminution in your
position, authority, duties or responsibilities as of the date of this Agreement.




* * * Drafting Note: Delete subsections (d), (e) and (f) for executives having

280G gross-up. * * *




          (d) [If any payment or benefit you would receive pursuant to a Change in Control from the
Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of
Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by
Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced
Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up
to and including the total, of the Payment, whichever amount, after taking into account all
applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all
computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis,
of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments”
is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following
order unless you elect in writing a different order (provided, however, that such election shall be
subject to Company approval if made on or after the effective date of the event that triggers the
Payment): reduction of cash payments;





4.









 






cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the
event that acceleration of vesting of Stock Award compensation is to be reduced, such acceleration
of vesting shall be cancelled in the reverse order of the date of grant of your Stock Awards (i.e.,
earliest granted Stock Award cancelled last) unless you elect in writing a different order for
cancellation.




          (e) The accounting firm engaged by the Company for general tax purposes as of the day prior to
the effective date of the Change in Control shall perform the foregoing calculations. If the
accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized
accounting firm to make the determinations required hereunder. The Company shall bear all expenses
with respect to the determinations by such accounting firm required to be made hereunder.




          (f) The accounting firm engaged to make the determinations hereunder shall provide its
calculations, together with detailed supporting documentation, to you and the Company within
fifteen (15) calendar days after the date on which your right to a Payment is triggered (if
requested at that time by you or the Company) or such other time as requested by you or the
Company. If the accounting firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall furnish you and the
Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with
respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall
be final, binding and conclusive upon you and the Company.]]




     11. Option not a Service Contract. Your option is not an employment or service
contract, and nothing in your option shall be deemed to create in any way whatsoever any obligation
on your part to continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. In addition, nothing in your option shall obligate the
Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees
to continue any relationship that you might have as a Director or Consultant for the Company or an
Affiliate.



     12. Withholding Obligations.



          (a) At the time you exercise your option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with the exercise of your option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable legal conditions or restrictions, the Company may withhold from
fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of
the date of exercise, not in excess of the minimum amount of





5.









 







tax required to be withheld by law (or such lower amount as may be necessary to avoid variable
award accounting). If the date of determination of any tax withholding obligation is deferred to a
date later than the date of exercise of your option, share withholding pursuant to the preceding
sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of
the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with
respect to which such determination is otherwise deferred, to accelerate the determination of such
tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of
such election, shares of Common Stock shall be withheld solely from fully vested shares of Common
Stock determined as of the date of exercise of your option that are otherwise issuable to you upon
such exercise. Any adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.




          (c) You may not exercise your option unless the tax withholding obligations of the Company
and/or any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when
desired even though your option is vested, and the Company shall have no obligation to issue a
certificate for such shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein unless such obligations are satisfied.




     13. Notices. Any notices provided for in your option or the Plan shall be given in
writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by
mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid,
addressed to you at the last address you provided to the Company.



     14. Governing Plan Document. Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is further subject to all
interpretations, amendments, rules and regulations, which may from time to time be promulgated and
adopted pursuant to the Plan. In the event of any conflict between the provisions of your option
and those of the Plan, the provisions of the Plan shall control.




6.










 






Attachment II




2005 Equity Incentive Plan




 









 








Attachment III




Notice of Exercise




 









 








Notice Of Exercise




			
	Alexza Pharmaceuticals, Inc.

1020 East Meadow Circle

Palo Alto, California 94303
	 	Date of Exercise:                                         






Ladies and Gentlemen:




     This constitutes notice under my stock option that I elect to purchase the number of shares
for the price set forth below.



	 	 	 	 	 
	Type of option (check one):

	 	o Incentive
	 	o Nonstatutory
	 
	 	 	 	 
	Stock option dated:

	 	                                        	 	 
	 
	 	 	 	 
	Number of shares as
to which option is
exercised:

	 	                                        	 	 
	 
	 	 	 	 
	Certificates to be
issued in name of:

	 	                                        	 	 
	 
	 	 	 	 
	Total exercise price:

	 	$                                        	 	 
	 
	 	 	 	 
	Cash payment delivered

herewith:

	 	$                                        	 	 
	 
	 	 	 	 
	Value of                     shares of
Alexza Pharmaceuticals, Inc.
Common Stock delivered
herewith1:

	 	$                                        	 	 






     By this exercise, I agree (i) to provide such additional documents as you may require pursuant
to the terms of the Alexza Pharmaceuticals, Inc. 2005 Equity Incentive Plan, (ii) to provide for
the payment by me to you (in the manner designated by you) of your withholding obligation, if any,
relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock
option, to notify you in writing within fifteen (15) days after the date of any disposition of any
of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years
after the date of grant of this option or within one (1) year after such shares of Common Stock are
issued upon exercise of this option.



	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	 









 




			
	1	 	 Shares must meet the public trading
requirements set forth in the option. Shares must be valued in accordance with
the terms of the option being exercised, must have been owned for the minimum
period required in the option, and must be owned free and clear of any liens,
claims, encumbrances or security interests. Certificates must be endorsed or
accompanied by an executed assignment separate from certificate.






1.