Change of Control Agreement

Exhibit 10.3 , 2005Via Hand Delivery[Name]
Alexza Pharmaceuticals, Inc.
1020 East Meadow Circle
Palo Alto, CA 94303 Re: Change of Control Agreement Dear [Name]:In consideration of your continued employment, Alexza Pharmaceuticals, Inc. (the " Company" ) is pleased to offer you the following agreement regarding your severance benefits (the " Agreement" ). This Agreement amends and supersedes any and all prior agreements with respect to your severance benefits and any such prior agreements are hereby expressly superseded and replaced in their entirety by this Agreement and shall have no further force or effect; provided, however , that nothing herein shall supersede any agreement providing for severance benefits, bonuses or other compensation or benefits which are not related to a Corporate Transaction. 1. At-Will Employment. Nothing in this Agreement alters the at-will nature of your employment relationship with the Company. Subject to the terms of this Agreement, either you or the Company may terminate your employment relationship at any time, with or without Cause or advance notice. In particular, nothing expressed or implied in this Agreement will create any right or duty on the part of the Company to have you remain in the employment of the Company or any subsidiary prior to or following any Corporate Transaction. 2. Termination. You and the Company each acknowledge that either party has the right to terminate your employment with the Company at any time for any reason whatsoever, with or without cause or advance notice pursuant to the following: (a) Termination by Death or Disability. In the event you shall die during the period of your employment hereunder or become permanently disabled, as evidenced by your inability to carry out your job responsibilities for a continuous period of six months, your employment and the Company' s obligation to make payments hereunder shall terminate on the date of your death, or the date upon which, in the sole reasonable determination of the Board of Directors, you have failed to carry out your job responsibilities for six months, except the Company shall pay you (or your estate) (i) any salary earned but unpaid prior to such termination and all accrued but unused vacation, and (ii) any business expenses incurred by you in connection with your performance of your duties, according to the policies of the Company, that were incurred but not reimbursed as of the date of such termination. Vesting of any of your stock options outstanding on the date of termination shall cease on the date of termination. The

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Company' s ability to terminate you as a result of any disability shall be to the extent permitted by state and/or federal law. (b) Voluntary Resignation. In the event you voluntarily resign from your employment with the Company (other than for Good Reason as defined below), the Company' s obligation to make payments hereunder shall cease upon such resignation, except the Company shall pay you (i) any salary earned but unpaid prior to the resignation and all accrued but unused vacation, and (ii) any business expenses incurred by you in connection with your performance of your duties, according to the policies of the Company, that were incurred but not reimbursed as of the date of resignation. Vesting of any of your stock options outstanding on the date of resignation shall cease on the date of resignation. (c) Termination for Cause. In the event you are terminated by the Company for Cause (as defined below), the Company' s obligation to make payments hereunder shall cease upon the date of receipt by you of written notice and explanation of such termination (the " Date of Termination" for purposes of this paragraph 2(c)), except the Company shall: pay you (i) any salary earned but unpaid prior to the Date of Termination, all accrued but unused vacation and (ii) any business expenses, incurred by you in connection with your performance of your duties, according to the policies of the Company, that were incurred but not reimbursed as of the Date of Termination. Vesting of any stock options outstanding on the Date of Termination shall cease on the Date of Termination. (d) Termination by the Company Without Cause or Resignation for Good Reason in Connection with a Corporate Transaction. Subject to the terms and conditions of this Agreement, the Company will provide you with Severance Benefits if a Corporate Transaction occurs and as of, or within three (3) months prior to or twelve (12) months after, the effective time of such Corporate Transaction (i) the Company terminates your employment without Cause or (ii) you resign your employment for Good Reason. You will not be entitled to receive any Severance Benefits if (i) the Company terminates your employment for Cause, (ii) you resign from your employment with the Company other than for Good Reason, (iii) your employment with the Company terminates as a result of your death or disability or (iv) the Company terminates your employment without Cause or you resign your employment for Good Reason other than in connection with a Corporate Transaction as described in the preceding sentence. In addition, to the extent that any federal, state or local laws, including, without limitation, so-called " plant closing" laws, require the Company to give advance notice or make a payment of any kind to you because of your involuntary termination due to a layoff, reduction in force, plant or facility closing, sale of business, change of control, or any other similar event or reason, the Severance Benefits payable under this Agreement shall either be reduced proportionately, such that the total amounts paid you do not exceed the amounts specified herein, or eliminated. The Severance Benefits provided under this Agreement are intended to satisfy any and all statutory obligations that may arise out of your involuntary termination of employment for the foregoing reasons. 3. Description of Severance Benefits. For purposes of this Agreement, " Severance Benefits" are defined as: (a) severance pay (the " Severance Pay" ) equivalent to twelve (12) months of your Base Salary (as defined below) plus an amount equal to the greater of (i) the annual bonus paid to you for the last completed fiscal year and (ii) the amount of your target bonus established for the fiscal year in which the Notice Date falls.

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The date you are notified that your employment with the Company is being terminated without Cause or the date you notify the Company that you are terminating your employment for Good Reason, shall be referred to herein as the " Notice Date ." The Severance Pay will be paid in a single lump sum cash payment within seven days after the effective date of the release described below, and will be subject to standard payroll deductions and withholdings, provided that, in the event the Company determines in good faith that such payments would be subject to Section 409A(a)(1) of the Code if paid within the time contemplated by this Agreement, then such payments will be delayed to the minimum extent necessary to avoid the application of Section 409A(a)(1) to such payments; (b) all stock options in the Company theretofore granted to you, and any restricted stock owned by you subject to a right o ...