OREXIGEN THERAPEUTICS, INC.
INDEPENDENT DIRECTOR COMPENSATION POLICY
Non-employee members of the board of directors (the Board) of Orexigen Therapeutics, Inc.
(the Company) shall be eligible to receive cash and equity compensation commencing on the first
date upon which the Company is subject to the reporting requirements of Section 13 or 15(d)(2) of
the Exchange Act (the Public Trading Date) as set forth in this Independent Director Compensation
Policy. The cash compensation and option grants described in this Independent Director
Compensation Policy shall be paid or be made, as applicable, automatically and without further
action of the Board, to each member of the Board who is not an employee of the Company or any
parent or subsidiary of the Company (each, an Independent Director) who may be eligible to
receive such cash compensation or options, unless such Independent Director declines the receipt of
such cash compensation or options by written notice to the Company. This Independent Director
Compensation Policy shall remain in effect until it is revised or rescinded by further action of
the Board. All share numbers set forth in this policy
give effect to the reverse stock split to be
implemented by the Company in connection with its initial public offering.
1. Cash Compensation.
Each Independent Director shall be eligible to receive an annual retainer of $25,000 for
service on the Board. In addition, an Independent Director serving as:
(i) chairman of the Audit Committee shall be eligible to receive an additional annual retainer
of $10,000 for such service;
(ii) members (other than the chairman) of the Audit Committee shall be eligible to receive an
additional annual retainer of $5,000 for such service;
(iii) chairman of the Compensation Committee or the Nominating/Corporate Governance Committee
shall be eligible to receive an additional annual retainer of $4,000 for such service; and
(iv) members (other than the chairman) of the Compensation Committee or the
Nominating/Corporate Governance Committee shall be eligible to receive an additional annual
retainer of $2,000 for such service.
The annual retainers shall be paid by the Company in quarterly installments or more frequently
as deemed advisable by the officers of the Company for administrative or other reasons.
2. Equity Compensation. The options described below shall be granted under and shall
be subject to the terms and provisions of the Companys 2007 Equity Incentive Award Plan (the 2007
Plan) and shall be granted subject to the execution and delivery of option agreements, including
attached exhibits, in substantially the same forms previously approved by the Board, setting forth
the vesting schedule applicable to such options and such other terms as may be required by the 2007
(a) Initial Options. A person who was initially elected or appointed to the Board
less than twelve (12) months prior to the Public Trading Date or who is initially elected or
appointed to the Board following the Public Trading Date, and who was or is an Independent Director
at the time of such initial election or appointment, shall be eligible to receive a non-qualified
stock option to purchase 25,000