SUMMARY OF COMPENSATION ARRANGEMENTS
WITH NON-EMPLOYEE DIRECTORS
The following description of the compensation arrangements between Alexza Pharmaceuticals,
Inc. (the Company) and each of its non-employee directors (other than pursuant to the Companys
2005 Non-Employee Directors Stock Option Plan) is provided pursuant to Item 601(b)(10)(iii)(A) of
Regulation S-K, which requires a written description of any compensatory plan or arrangement
between a registrant and any of its directors when the compensation information is not set forth in
any formal document.
The type and amount of compensation paid or awarded to the Companys non-employee directors is
reviewed from time to time by the Corporate Governance and Nominating Committee (the Nominating
Committee) of the Companys Board of Directors (the Board). In order to retain the services of
the Companys current non-employee directors, to secure and retain the services of new non-employee
directors, and to provide competitive compensation for such persons services as directors of the
Company, the Nominating Committee recommended and the Board approved the following compensation
arrangements for the Companys non-employee directors effective September 23, 2010:
||The Company will pay the lead director an annual
retainer of $58,000, and will pay each other director an annual retainer of $40,000.
||The Company will pay (i) each director who serves as
Chairman of the Audit & Ethics Committee of the Board (the Audit Committee) an annual
retainer of $18,000, (ii) each director who serves as Chairman of the Compensation
Committee of the Board an annual retainer of $10,000, and (iii) each director who
serves as Chairman of any the Nominating Committee an annual retainer of $5,000.
||The Company will reimburse each director all reasonable
out-of-pocket expenses incurred by such director in connection with attending any
regular or special meeting of the Board or any regular or special meeting of any
committee of the Board.