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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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APPENDIX A
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
Grant #___
     1. Grant. The Company hereby grants to the Employee under the Plan an award of that number of RSUs set forth on the first page of this Agreement, subject to all of the terms and conditions in this Agreement and the Plan.
     2. Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value of a share of Stock on the date it becomes vested. Unless and until the RSUs will have vested in the manner set forth in paragraphs 3 and 4, the Employee will have no right to payment of any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
     3. Vesting Schedule. Subject to paragraph 4, the RSUs awarded by this Agreement will vest in the Employee according to the vesting schedule set forth on the first page of this Agreement (the “Vesting Schedule”), subject to the Employee’s continuing to be an Eligible Individual on such dates.
     4. Forfeiture upon Termination as Eligible Individual. Notwithstanding any contrary provision of this Agreement, if the Employee terminates service as an Eligible Individual for any or no reason, the then-unvested RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company and the Employee shall have no further rights thereunder.
     5. Payment after Vesting.
          (a) Shares of Stock subject to any RSUs that vest in accordance with the Vesting Schedule will be paid to the Employee (or in the event of the Employee’s death, to his or her estate) in whole shares of Stock on each of the [] anniversaries of the Vesting Commencement Date (each, a “Distribution Date”), in each case not later than ten days following each Distribution Date, with respect to shares of Stock subject to those RSUs that have vested prior to each such date (without regard to whether the Employee is employed on such Distribution Date).
          (b) The Employee hereby consents that to the extent determined appropriate by the Company, all taxes, including but not limited to, any federal, state, local and other withholding taxes with respect to such RSUs, will be paid by reducing the number of shares of Stock actually paid to the Employee.
     6. Rights as Stockholder. Neither the Employee nor any person claiming under or through the Employee will have any of the rights or privileges of a stockholder of the Company in respect of any shares of Stock deliverable hereunder unless and until certificates representing such shares of Stock will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Employee.
     7. No Effect on Employment. This Agreement is not an employment contract, and nothing herein shall be deemed to create in any way whatsoever any obligation on the Employee’s part to