Employment Agreement (Agreement) is entered into as of
the ___ day of ___,
2007, by and between  (Executive) and Orexigen Therapeutics, Inc. (the Company).
Whereas, the Company desires to employ Executive to provide personal services to the
Company, and wishes to provide Executive with certain compensation and benefits in return for
Executives services; and
Whereas, Executive wishes to be employed by the Company and provide personal services
to the Company in return for certain compensation and benefits.
Now, Therefore, in consideration of the mutual promises and covenants contained
herein, it is hereby agreed by and between the parties hereto as follows:
For purposes of the Agreement, the following terms are defined as follows:
1.1 Board means the Board of Directors of the Company.
1.2 Cause means the occurrence of any of the following events:
(a) Executives conviction of or plea of guilty or nolo contendere to any felony or a crime of
(b) Executives willful and continued failure or refusal to follow reasonable instructions of
the  of the Company
or reasonable policies, standards and regulations of the Company or
(c) Executives willful and continued failure or refusal to faithfully and diligently perform
the usual, customary duties of his employment with the Company or its affiliates;
(d) Unprofessional, unethical, immoral or fraudulent conduct by Executive;
(e) Conduct by Executive that materially discredits the Company or any affiliate or is
materially detrimental to the reputation, character and standing of the Company or any affiliate;
(f) Executives material breach of the Proprietary Information and Inventions Agreement.
An event described in Section 1.2(b) through Section 1.2(f) herein shall not be treated as
Cause until after Executive has been given written notice of such event, failure or conduct and
Executive fails to cure such event, failure, conduct or breach, if curable, within 30 days from