ZP LETTERHEAD]

Exhibit 10.24

[ZP LETTERHEAD]

January 6, 2014

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Re:	Amendment to Employment Agreement

Dear ▇▇▇▇:

This letter agreement (this “Amendment”) amends certain provisions of your employment letter agreement with Zosano Pharma, Inc., a Delaware corporation (the “Company”), and ZP Holdings, Inc., a Delaware corporation and the Company’s parent (“Parent”), dated May 11, 2012 (the “Original Agreement”).

1. Level of Effort. You have requested that your committed level of effort be reduced from full-time to half-time. Therefore, notwithstanding Sections 1 and 2 of the Original Agreement, effective as of January 6, 2014, you will be employed on a part-time basis and will work approximately a half-time schedule. Your base salary as of January 6, 2014 will be $167,375 (1/2 of current base salary). During this part-time employment period, you will be entitled to two weeks (ten business days) of paid vacation each year. Your benefits as described in Sections 2(b), (c), (d) and (f) of the Original Agreement will remain unchanged. Any termination of your employment shall be treated as a voluntary termination of employment by you, and shall not be deemed a termination by the Company without Cause or a termination by you for Good Reason, for purposes of Section 5(d) of the Original Agreement. For the avoidance of doubt, such termination of employment will not be effective until the occurrence of a termination date determined by you or the Company.

2. Change in Control. As you know, the Original Agreement contemplates certain benefits to you in the event of a termination of your employment under certain circumstances following a Change in Control, which is defined therein to include various business combinations involving the Company. The Company and Parent desire to amend the definition of Change in Control to include a merger, consolidation or other business combination or stock sale involving the Company or Parent. Accordingly, the parties agree that the Original Agreement is hereby amended to delete Section 6(b) thereof in its entirety, and to insert the following in its place:

(b) “Change in Control” means (A) the sale, lease, exchange, transfer or other disposition of all or substantially all of the assets of the Company and its Affiliates, or (B) any merger, consolidation or other business combination or stock sale (other than a sale of stock for capital raising purposes) that results in the holders of the outstanding voting securities of the Company or Parent immediately prior to such transaction beneficially owning or controlling immediately after such transaction

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less than a majority of the voting securities of the Company or Parent, respectively, or the surviving entity or the entity that controls such surviving entity.

Except as expressly amended by this Amendment, the Original Agreement remains in full force and affect and otherwise unchanged. The Original Agreement shall, together with this Amendment, be read and construed as a single document. This Amendment may be executed in two or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. This Amendment shall be governed and construed in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof.

Please indicate your agreement to the Amendment by signing below and returning a copy of this letter to the Company at your earliest convenience.

 

 

Acknowledged and agreed by:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

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