2014 Compensation Arrangements with Executive Officers

Pursuant to the ZELTIQ 2014 Corporate Bonus Plan (the “Plan”), each employee has been assigned a target bonus equal to a percentage of that employee’s annual base salary. Under the Plan, the target bonus as a percentage of base salary for each of the Executive Officers is as follows:

In the case of Mr. Foley, 100% of his bonus will be determined based upon ZELTIQ’s achievement of the “Corporate Objective,” which is achieved if (1) the company’s actual 2014 revenue equals the revenue set forth in the company’s budget, and (2) the company’s actual 2014 EBITDA (earnings before interest, taxes, depreciation and amortization)(excluding stock-based compensation) equals the EBITDA (excluding stock-based compensation) set forth in the company’s budget. In the case of the other Executive Officers, 70% of their respective bonuses will be determined based upon ZELTIQ’s achievement of the “Corporate Objective,” and the remainder based upon their respective performances as against their respective individual goals, which are yet to be established.

No bonus will be achieved under the revenue component of the Corporate Objective unless a specified minimum amount of 2014 revenue is recognized, and no bonus will be achieved under the EBITDA (excluding stock-based compensation) component of the Corporate Objective unless a specified minimum amount of 2014 EBITDA (excluding stock-based compensation) is achieved. At the minimum levels, 50% of the Corporate Objective component of target bonuses will be earned. For amounts above these minimums, actual bonuses related to the Corporate Objective will increase, with 70% of the Corporate Objective weighted to the revenue component, and 30% weighted to the EBITDA (excluding stock-based compensation) component. The maximum bonus payable is 200% of target bonus, which with respect to the Corporate Objective will be reached if specified levels of each of the revenue component and EBITDA (excluding stock-based compensation) component, in excess of the amounts set forth in the company’s budget, are reached.

The Plan is subject to review and modification by the Compensation Committee of ZELTIQ at its discretion, and the Compensation Committee is authorized to increase or decrease the amount initially determined to be a bonus for each participant under the Plan at its discretion.

The stock options and restricted stock units (“RSUs”) granted to the Executive Officers were as follows:

The stock options have an exercise price equal to the closing sale price of a share of ZELTIQ common stock on the date of grant, and vest over four years. The RSUs vest over four years.