X0306 4 2020-02-05 0001434647 KEMPHARM, INC KMPH 0001488774 Clifton R. LaDuane C/O KEMPHARM, INC. 1180 CELEBRATION BOULEVARD, SUITE 103 CELEBRATION FL 34747 1 CFO, Secretary & Treasurer Stock Option (right to buy) 0.374 2020-02-05 4 A 0 160000 0 A 2030-02-04 Common Stock 160000 160000 D Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "Plan"). 50% of the shares underlying the option will vest upon the approval by the U.S. Food and Drug Administration of a new drug application for the Company's product candidate, KP415. The remaining 50% of the shares underlying the option will vest upon the approval of a label for KP415 which includes 30 minute onset and 13-hour duration (the "30/13 Label") as defined in the KP415 License Agreement dated September 3, 2019. Each vesting event is contingent upon such optionee's continued employment with the Issuer at the relevant vesting date as defined in the Plan. All shares underlying the option will vest in full and become immediately exercisable upon a change of control of the Issuer or if the Reporting Person is terminated without cause or resigns for good reason. The option expires ten years after the date of grant. /s/ R. LaDuane Clifton 2020-02-07