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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
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EXHIBIT 10.4
 

EXHIBIT 10.4
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 This Independent Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the Board.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 Company’s 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 Plan.
          (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