2.36 Restricted Stock means Stock awarded to a Participant pursuant to Article 6
that is subject to certain restrictions and may be subject to risk of forfeiture.
2.37 Restricted Stock Unit means an Award granted pursuant to Section 8.6.
2.38 Securities Act shall mean the Securities Act of 1933, as amended.
2.39 Stock means the common stock of the Company, par value $0.0001 per share, and
such other securities of the Company that may be substituted for Stock pursuant to Article 11.
2.40 Stock Appreciation Right or SAR means a right granted pursuant to
Article 7 to receive a payment equal to the excess of the Fair Market Value of a specified number
of shares of Stock on the date the SAR is exercised over the Fair Market Value on the date the SAR
was granted as set forth in the applicable Award Agreement.
2.41 Stock Payment means (a) a payment in the form of shares of Stock, or (b) an
option or other right to purchase shares of Stock, as part of any bonus, deferred compensation or
other arrangement, made in lieu of all or any portion of the compensation, granted pursuant to
2.42 Subsidiary means any subsidiary corporation as defined in Section 424(f) of
the Code and any applicable regulations promulgated thereunder or any other entity of which a
majority of the outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company.
SHARES SUBJECT TO THE PLAN
3.1 Number of Shares.
(a) Subject to Article 11 and Section 3.1(b), the aggregate number of shares of Stock which
may be issued or transferred pursuant to Awards under the Plan shall be the sum of: (i) 
shares of Stock; plus (ii) the number of shares of Stock remaining available for issuance and not
subject to awards granted under the Orexigen Therapeutics, Inc. 2004 Stock Plan (the Existing
Plan) as of the Effective Date; plus (iii) with respect to awards granted under the Existing
Plan on or before the Effective Date that expire or are canceled without having been exercised in
full or shares of Stock that are forfeited or repurchased pursuant to the terms of awards granted
under the Existing Plan, the number of shares of Stock subject to each such award as to which such
award was not exercised prior to its expiration or cancellation or which are forfeited or
repurchased by the Company. The aggregate number of shares of Stock authorized for issuance under
the Existing Plan was  shares of Stock and, accordingly, the
total number of shares of Stock under clauses (ii) and (iii) in the preceding sentence shall
not exceed  shares of Stock. In addition, subject to Article 11, commencing on January 1,
2008, and on each January 1 thereafter during the term of the Plan, the number of shares of Stock
which shall be made available for sale under the Plan shall be increased by that number of