Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, Stephen Atkinson, Senior Vice President of International of ZELTIQ Aesthetics, Inc., and management of ZELTIQ agreed that Mr. Atkinson's last day of employment by ZELTIQ would be November 9, 2012.

On October 30, 2012, Mr. Atkinson and ZELTIQ entered into a compromise agreement, dated as of October 26, 2012, pursuant to which ZELTIQ agreed to pay to Mr. Atkinson £91,875 (approximately $147,680) as payment in lieu of six months' notice of termination of employment plus an additional £30,000 (approximately $48,225) as a severance payment. In addition, the compromise agreement provides, among other things, that (a) ZELTIQ will provide to Mr. Atkinson six months of private medical coverage, (b) Mr. Atkinson will have 12 months to exercise his vested stock options, (c) ZELTIQ will pay legal fees incurred by Mr. Atkinson in connection with the negotiation of the compromise agreement of up to £1,500 (approximately $2,400) plus value added tax on such amount, (d) neither party shall disparage the other, and (e) that Mr. Atkinson releases ZELTIQ and its subsidiaries from claims that he may have against ZELTIQ and its subsidiaries.

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