Attached files
file | filename |
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EX-23.1 - EX-23.1 - Alexza Pharmaceuticals Inc. | f58240exv23w1.htm |
EX-32.1 - EX-32.1 - Alexza Pharmaceuticals Inc. | f58240exv32w1.htm |
EX-21.1 - EX-21.1 - Alexza Pharmaceuticals Inc. | f58240exv21w1.htm |
EX-31.2 - EX-31.2 - Alexza Pharmaceuticals Inc. | f58240exv31w2.htm |
EX-31.1 - EX-31.1 - Alexza Pharmaceuticals Inc. | f58240exv31w1.htm |
EX-10.47 - EX-10.47 - Alexza Pharmaceuticals Inc. | f58240exv10w47.htm |
EX-10.46 - EX-10.46 - Alexza Pharmaceuticals Inc. | f58240exv10w46.htm |
10-K - FORM 10-K - Alexza Pharmaceuticals Inc. | f58240e10vk.htm |
Exhibit 10.45
Alexza Pharmaceuticals, Inc.
2011 Cash Bonus Plan
1. General.
(a) Eligible Bonus Award Recipients. The persons eligible to receive Bonus Awards are
Officers, Directors, Managers and Individual Contributors
(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 Participants annual base compensation, as determined 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 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. 2011 Cash Bonus Plan.
(f) Committee means the Compensation Committee of the Board (or a subcommittee thereof), 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 Participants service with the Company, whether as an
Officer, 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, Director,
Manager or Individual Contributor, provided that there is no interruption or termination of the
Participants service with the Company, shall not terminate a Participants Continuous Service. To
the extent permitted by law, the Committee or the chief executive officer of the Company, in that
partys 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 person who is at the management level of Associate through Executive
Director level, or at the technical level of Sr. Scientist II or Sr. Research Fellow, or Principal
Engineer or Sr. Fellow Engineer.
(k) Individual Contributor means all other employees not in the Manager, Director, Officer
or CEO role.
(l) Manager means a person who is at the management level of Supervisor through Sr. Manager,
or at the technical level of Scientist I through Sr. Scientist I level, or Sr. Engineer I through
Sr. Staff Engineer level.
(m) Officer means a person designated as such by the Board..
(n) Participant means an eligible Officer, Director, Manager or Individual Contributor
selected by the Committee, in its sole discretion, to participate in the Bonus Plan.
(o) Performance Period means March 1, 2011 through February 29, 2012.
(p) Target Bonus Award means the target award payable under the Bonus Plan to a Participant,
as determined by the Committee. Each Participants Target Bonus Award equals the product of such
Participants (i) Base Salary, (ii) Target Bonus Percentage, and (ii) Multiplication Factor. For
example, an Officer with a Base Salary is $200,000, whose Target Bonus Percentage is 40% would have
his or her Bonus Award calculated by reference to a Target Bonus Award of $80,000 ($200,000 x 40%).
(q) Target Bonus Percentage means: | 60% for the chief executive officer; | |||
40% for Officers; | ||||
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 an Officer, Director, Manager or Individual Contributor 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 meeting the minimum standard of
performance for their position in the company through the payment date to earn any Bonus Award
under this Bonus Plan; if the Participants Continuous Service terminates before the payment date
of any Bonus Award, 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. Timing of Payment.
(a) Corporate Goal 1 Bonus Awards. If Corporate Goal 1, as set forth on Exhibit A, is
completed during the Performance Period as determined by the Committee in its sole discretion, the
Committee shall determine Bonus Awards based on 50% of the Target Bonus Awards. The Company shall
distribute amounts payable to Participants within 60 days following the Bonus Determination Date in
respect of these Bonus Awards.
(b) NDA Approval Bonus Awards. If the NDA for AZ-004 is approved during the Performance
Period as determined by the Committee in its sole discretion, the Committee shall determine Bonus
Awards based on a Participants Target Bonus Award, overall Corporate Goal achievement, and
individual performance, less amounts paid upon the achievement of Corporate Goal 1.
Notwithstanding the foregoing, individual performance will not increase or decrease any
Participants Bonus Award by more than 30%. The Company shall distribute amounts payable to
Participants within 60 days following the Bonus Determination Date 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 Participants 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
DoddFrank 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
2011 Performance Goals
Corporate Goal 1: Establish Commercial Pathway for AZ-004
| Acceptance of AZ-004 NDA resubmission | ||
| Submit AZ-004 MAA | ||
| Complete commercially viable partnership |
Corporate Goal 2: Prepare for AZ-004 Commercialization
| Complete successful facility inspections (FDA, EMA) |
Metric: No findings that impact product approval |
| Successful manufacturing scale-up |
Metric: Scale-up timeline as per partner requirements |
| Gain NDA approval (≤ 6 months from resubmission) |
Corporate Goal 3: Advance Alexza and its pipeline
| Continue internal AZ-007 development |
Metric: Manufacture of DVT completed |
| Execute Staccato nicotine development plan |
Metric: Ship Phase 1 Clinical Trial Material |
Corporate Goal 4: Solidify the fiscal health of Alexza
Metrics: Manage to the 2011 budget approved by the Board and end 2011 with
18 months of forward-looking operating capital