exv10w7



 




Exhibit
10.7


Alexza Pharmaceuticals, Inc.

2005 Non-Employee Directors’ Stock Option Plan 




Option Grant Notice




Alexza Pharmaceuticals, Inc. (the “Company”), pursuant to its 2005 Non-Employee Directors’
Stock Option 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:	 	Nonstatutory Stock Option
	 
	 	 	 	 	 	 
	Exercise Schedule:	 	 ̈ Same as Vesting Schedule                      ̈ Early Exercise Permitted
	 
	 	 	 	 	 	 
	Vesting Schedule:	 	1/48th of the shares vest monthly after the Vesting Commencement Date.
	 
	 	 	 	 	 	 
	Payment:	 	By one or a combination of the following items (described in the Option Agreement):
	 
	 	 	 	 	 	 
	 	 	 ̈	 	By cash or check
	 	 	 ̈	 	Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	 ̈	 	By delivery of already-owned shares if the Shares are publicly traded






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:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 
	Alexza Pharmaceuticals, Inc.	 	 	 	Optionholder:
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Signature	 	 	 	Signature

	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





Attachments: Option Agreement, 2005 Non-Employee Directors’ Stock Option Plan and Notice of Exercise




 









 








ALEXZA PHARMACEUTICALS, INC.




2005 Non-Employee Directors’ Stock Option Plan




Option Agreement

(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 Non-Employee
Directors’ Stock Option 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 prior to Vesting (“Early Exercise”). If permitted in your
Grant Notice (i.e., the “Exercise Schedule” indicates that “Early Exercise” of your option is
permitted) and subject to the provisions of your option, you may elect at any time that is both (i)
during the period of your Continuous Service and (ii) during the term of your option, to exercise
all or part of your option, including the nonvested portion of your option; provided, however,
that:



          (a) a partial exercise of your option shall be deemed to cover first vested shares
of Common Stock and then the earliest vesting installment of unvested shares of Common Stock;




          (b) any shares of Common Stock so purchased from installments that have not vested
as of the date of exercise shall be subject to the purchase option in favor of the Company as
described in the Company’s form of Early Exercise Stock Purchase Agreement; and




          (c) you shall enter into the Company’s form of Early Exercise Stock Purchase
Agreement with a vesting schedule that will result in the same vesting as if no early exercise had
occurred.




     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) Provided that at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, by delivery 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 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 upon a Change in Control, provided that 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;




          (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 effective date of a Change in Control if
termination occurs as of, or within twelve (12) months following the effective date of such a
Change in Control;




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




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




     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.




     9. Transferability. Your option is transferable only by will or by the
laws of descent and distribution and is exercisable only by you during your lifetime. However, you
may transfer your option for no consideration upon written consent of the Board if (i) at the time
of transfer, a Form S-8 registration statement under the Securities Act is available for the
issuance of shares by the Company upon the exercise of such transferred option or (ii) the transfer
is to your employer at the time of transfer or an affiliate of your employer at the time of
transfer. Any such transfer is subject to such limits as the Board may establish, and subject to
the transferee agreeing to remain subject to all the terms and conditions applicable to your option
prior to such transfer. The forgoing right to transfer your option shall apply to the right to
consent to amendments to the Option Agreement for such option. In addition, until you transfers the
option, you may, by delivering written notice to the Company, in a form provided by or otherwise
satisfactory to the Company, designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.



     10. 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.



     11. 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 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.




     12. 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.



     13. 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.



 









 





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):
	 	 	 	þ 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 Non-Employee Directors’ Stock Option Plan and
(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.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	 
	 	 	(Signature)
	 
	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 







 




			
	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.