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[Name]
Alexza Pharmaceuticals, Inc.
2091 Stierlin Court
Mountain View, CA 94043
Re:
Amendment to Change of Control Agreement
Reference is
hereby made to that certain Change of Control Agreement (the
“ Change of Control Agreement ”) by and between
you and Alexza Pharmaceuticals, Inc. (the “ Company
”). In consideration of your continued employment, this
agreement (the “ Amendment ”) amends the Change
of Control Agreement as set forth below. Capitalized terms not
otherwise defined herein shall have the meaning given them in the
Change of Control Agreement.
1. Amendment to Section 3(b) of the Change of Control
Agreement. Section 3(b) of the Change of Control Agreement
is hereby amended and restated in its entirety to read as
follows:
“(b) all stock options, restricted stock units and
other stock awards in the Company theretofore granted to you, and
any restricted stock owned by you subject to a right of repurchase
by the Company, shall vest immediately upon the Notice Date;
provided that, the relevant stock option plan and such stock
options, restricted stock units and other stock awards, as
applicable, shall not have otherwise terminated in accordance with
the terms thereof; and”
2. Miscellaneous. Pursuant to Section 11 of the
Change of Control Agreement, this Amendment shall be effective upon
the execution hereof by your and a duly authorized officer of the
Company. Except as amended as set forth above, the Change of
Control Agreement shall continue in full force and effect. This
Amendment is intended to be the sole agreement of the parties as it
relates to the subject matter hereof and does hereby supersede all
other agreement
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