8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2015 (February 15, 2015)

ALEXZA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51820	77-0567768
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Alexza Pharmaceuticals, Inc. 2091 Stierlin Court Mountain View, California	94043
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 944-7000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

2015 Cash Bonus Plan

On February 15, 2015, the Board of Directors (the “Board”) of Alexza Pharmaceuticals, Inc. (the “Company”) approved the adoption of the 2015 Cash Bonus Plan (the “Bonus Plan”) for the Company’s employees, including Thomas B. King, Edwin S. Kamemoto, Robert A. Lippe and Mark K. Oki (the “Executive Officers”). The Bonus Plan was adopted to motivate and retain the Company’s employees. At the end of 2015, the cash bonus for each employee, including the Executive Officers, will become payable, subject to adjustment as described below.

The Board has set corporate goals for 2015, which may be updated at the Board’s discretion during 2015 (the “Corporate Goals”). To pay any cash bonus award to any employee under the Bonus Plan, including the Executive Officers, the Company must achieve 70% of the Corporate Goals, as determined by the Board. To receive any portion of his or her cash bonus award, each employee must be actively employed by the Company on December 31, 2015 and be an employee in good standing.

Under the terms of the Bonus Plan, each employee, including each Executive Officer, has been assigned a target bonus percentage of such employee’s current base salary for 2015, based on an evaluation by an outside compensation consulting firm of similar programs for similar companies. Pursuant to the terms of the Bonus Plan, the target bonus percentage is set at 60% of base salary for the Chief Executive Officer, and 40% of base salary for the other Executive Officers. The bonus amount payable to each employee is targeted at such employee’s target bonus percentage, but employees, including the Executive Officers, may receive more than or less than 100% of their target bonus percentage, depending on corporate goal achievement, individual performance and Board discretion.

The amounts payable will be weighted for each employee, including Executive Officers, such that the Board’s determination of the achievement of the Corporate Goals (and for all employees other than the Chief Executive Officer, the related department or individual goals as recorded with the Company’s 2015 year-end individual performance evaluations) will account for 80% of the evaluation factor of the bonus potential for each employee, with the remaining 20% of the bonus potential being subject to the discretion of the Company’s compensation committee of the Board.

The Company expects that the cash bonuses payable for fiscal year 2015, if any, will be calculated in the manner set forth above and will vary depending on the extent to which the Company achieves the Corporate Goals and the attainment of individual goals and performance ratings. The Bonus Plan supersedes and replaces all previous Company cash bonus plans. In addition, the Company’s management team, the Company’s compensation committee and the Board retain the discretion to (i) increase, reduce or eliminate the cash bonuses that otherwise might be payable to all employees, including the Executive Officers, and (ii) structure future or additional bonus and/or equity incentives in a manner that they believe will appropriately motivate and reward the Company’s employees, including the Executive Officers.

The foregoing summary of the Bonus Plan is qualified in its entirety by reference to the Bonus Plan, which is attached to this current report as Exhibit 10.1.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	2015 Cash Bonus Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALEXZA PHARMACEUTICALS, INC.
Date: February 17, 2015	By:	/s/ Thomas B. King
		Thomas B. King President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	2015 Cash Bonus Plan

EX-10.1

Exhibit 10.1

ALEXZA PHARMACEUTICALS, INC.

2015 CASH BONUS PLAN

1. GENERAL.

(a) Eligible Bonus Award Recipients. The persons eligible to receive Bonus Awards are Alexza employees.

(b) Form of Bonus Awards. All Bonus Awards under the Bonus Plan will be paid in cash.

(c) Purpose. The Company, by means of the Bonus Plan, seeks to secure and retain the services of the group of persons eligible to receive Bonus Awards as set forth in Section 1(a) and to provide incentives for such persons to exert maximum efforts for the success of the Company.

2. DEFINITIONS.

(a) “Base Salary” means a Participant’s annual base compensation, prorated based on the percentage of the Performance Period the Participant was employed at the Company, as determined by the Committee, or an appointee of the Committee, on the applicable Bonus Determination Date.

(b) “Board” means the Board of Directors of the Company.

(c) “Bonus Award” means, with respect to each Participant, the award in the amount determined by the Committee, in its sole discretion, on any Bonus Determination Date.

(d) “Bonus Determination Date” means the date upon which the Committee, in its sole discretion, determines the actual Bonus Award earned by each Participant.

(e) “Bonus Plan” means this Alexza Pharmaceuticals, Inc. 2015 Cash Bonus Plan.

(f) “Committee” means the Compensation Committee of the Board or such other committee of the Board (including, without limitation, the full Board) to which the Board has delegated power to administer the Bonus Plan.

(g) “Company” means Alexza Pharmaceuticals, Inc.

(h) “Continuous Service” means that the Participant’s service with the Company, whether as an Officer, Executive Director, Director, Manager or Individual Contributor is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company as an Officer, Executive Director, Director, Manager or Individual Contributor, provided that there is no interruption or termination of the Participant’s service with the Company, shall not terminate a Participant’s Continuous Service. To the extent permitted by law, the Committee or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.

(i) “Corporate Goal” means any of the Corporate Goals set forth on Exhibit A.

(j) “Director” means a Company employee who is at the management level of Associate Director through Senior Director, or at the technical level of Sr. Scientist II, Sr. Research Fellow, Principal Engineer or Sr. Fellow Engineer.

(k) “Executive Director” means a Company employee who is at the management level of Executive Director.

(l) “Individual Contributor” means all other Company employees not in a Manager, Director, Executive Director, Officer or CEO role.

(m) “Manager” means a Company employee who is at the management level of Supervisor through Senior Manager, or at the technical level of Scientist I through Sr. Scientist I, or Sr. Engineer I through Sr. Staff Engineer.

(n) “Multiplication Factor” means a factor set in accordance with Section 5 hereof, which may increase or decrease a Participant’s Bonus Award based upon such Participant’s performance.

(o) “Officer” means a Company employee designated as an officer by the Board.

(p) “Participant” means an eligible Company employee selected by the Committee, in its sole discretion, to participate in the Bonus Plan.

(q) “Performance Period” means January 1, 2015 through December 31, 2015.

(r) “Target Bonus Award” means the target award payable under the Bonus Plan to a Participant, as determined by the Committee. Each Participant’s Target Bonus Award equals the product of such Participant’s (i) Base Salary, and (ii) Target Bonus Percentage. For example, a Director with a Base Salary of $175,000, whose Target Bonus Percentage is 20% would have the Bonus Award calculated by reference to a Target Bonus Award of $35,000 ($175,000 x 20%).

(s) “Target Bonus Percentage” means:            60% for the chief executive officer;

                                                                             40% for Officers;

                                                                             25% for Executive Directors;

                                                                             20% for Directors;

                                                                             15% for Managers; and

                                                                             10% for Individual Contributors

3. PLAN ADMINISTRATION.

(a) The Committee shall be responsible for the general administration and interpretation of the Bonus Plan and for carrying out its provisions. The Committee may delegate specific administrative tasks to Company employees or others as appropriate for proper administration of the Bonus Plan. The Committee shall have such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the following powers and duties, but subject to the terms of the Bonus Plan:

(i) authority to determine eligibility and the amount, manner and time of payment of any Bonus Awards hereunder;

(ii) authority to construe and interpret the terms of the Bonus Plan;

(iii) authority to adopt rules, regulations and bylaws and to take such actions as it deems necessary or desirable for the proper administration of the Bonus Plan.

(b) Any rule or decision by the Committee that is not inconsistent with the provisions of the Bonus Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.

4.     EARNING OF BONUS AWARD. Participation in the Bonus Plan is at the discretion of the Committee. If a Company employee is hired after the beginning of the Performance Period, the Committee shall have the discretion to determine whether such individual should be eligible to participate in the Bonus Plan and whether such participation, if any, should be prorated. A Participant must be in Continuous Service, and must meet the minimum standard of performance for their position in the Company on the end date of the Performance Period to earn any

Bonus Award under this Bonus Plan; if the Participant’s Continuous Service terminates before the end date of the Performance Period, the Participant will not be eligible to receive a Bonus Award, or any portion of a Bonus Award, except as provided in an applicable severance plan or in an individual employment or retention agreement with such Participant.

5.     DETERMINATION OF BONUS AWARDS; TIMING OF PAYMENT. The Committee shall determine Bonus Awards based on the Target Bonus Awards, the overall achievement of the Corporate Goals and individual performance. To earn a Bonus Award, an individual must be in good standing and not on a performance improvement plan on the end date of the Performance Period, and the Company must achieve at least 70% of the Corporate Goals, as determined by the Committee. The Committee’s determination of the achievement of the Corporate Goals will account for the determination of 80% of each Bonus Award, and the remaining 20% of such Bonus Award is subject to the sole discretion of the Committee. The chief executive officer will determine the Multiplication Factor for each individual other than the chief executive officer. The Board will determine the Multiplication Factor for the chief executive officer. The Company shall distribute amounts payable to Participants within 60 days following the end date of the Performance Period in respect of these Bonus Awards.

6.     AMENDMENT AND TERMINATION OF THE BONUS PLAN. The Committee may amend, modify, suspend or terminate the Bonus Plan, in whole or in part, at any time, including adopting amendments deemed necessary or desirable to correct any defect or to supply omitted data or to reconcile any inconsistency in the Bonus Plan or in any Bonus Award granted hereunder. At no time before the actual payment of Bonus Awards to Participants under the Bonus Plan shall any Participant accrue any vested interest or right whatsoever under the Bonus Plan.

7.     WITHHOLDING. Each Bonus Award shall be reduced by the sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company, if any, which arise in connection with the payment of such Bonus Award.

8.     UNFUNDED PLAN. The Bonus Plan is unfunded and nothing in the Bonus Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any right to payment of a Bonus Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled. Each Bonus Award under the Bonus Plan shall be paid solely from the general assets of the Company.

9.     NO GUARANTEE OF EMPLOYMENT. The Bonus Plan is intended to provide a financial incentive to Participants and is not intended to confer any rights to continued employment upon Participants whose employment will remain at-will and subject to termination by either the Company or Participant at any time, with or without cause or notice.

10.     RECOVERY. Any amounts paid hereunder shall be subject to recoupment in accordance with The Dodd-Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company or as is otherwise required by applicable law.

EXHIBIT A

2015 PERFORMANCE GOALS

ADASUVE production goals

a. Reduce overall direct and indirect costs of ADASUVE

b. Achieve target manufacturing cycle time

c. Maintain overall manufacturing process average yield ³85%

d. Execute on post-approval clinical studies, according to plans/budgets (PASS, DUS, and adolescent PK / efficacy studies)

Pipeline development

a. Initiate AZ-002 Phase 2a study, complete AZ-002 P2a study, move AZ-002 toward P2b study

b. Initiate P2 study for second product candidate, complete P2 study for second product candidate, EOP2 FDA meeting for second product candidate

c. Complete third potential product candidate business plan, execute to the plan

No major deficiencies identified during manufacturing or financial audits

a. No major deficiencies identified during ADASUVE FDA and EMA audits

b. No major deficiencies identified during other regulatory audits

c. No major deficiencies identified during financial/other business audits

Employee engagement and communications

a. Incorporate individual career planning into individual goal-setting activity, review/update at mid-year

b. Achieve 1 activity/month with employee interaction activities/updates

Financial goals related to cash, capital raising and stock price