Print Page  Close Window


SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 02/16/2007
Entire Document
 
Table of Contents

administration of the 2004 plan. Our board of directors may at any time abolish the compensation committee and revest in itself the authority to administer the 2004 plan, to the extent permitted by the applicable laws.
 
Eligibility.  Options and restricted stock under the 2004 plan may be granted to individuals who are then our officers or employees or are the officers or employees of any of our subsidiaries. Such awards may also be granted to our non-employee directors or consultants, but only employees may be granted incentive stock options.
 
Awards.  The 2004 plan provides that our board of directors or a committee appointed by our board of directors to administer the 2004 plan may grant or issue stock options and restricted stock. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award.
 
  •      NQSOs provide for the right to purchase shares of our common stock at a specified price, which for purposes of the 2004 plan prior to the date of this offering may be no less than 85% of the fair market value on the date of grant if required by applicable laws and, if not so required, shall be such price as determined by our board of directors (or, following the completion of this offering, our compensation committee), and usually will become exercisable (at the discretion of our board of directors (or, following completion of this offering, our compensation committee)) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of performance targets established by our board of directors (or, following the completion of this offering, our compensation committee). Under the 2004 plan, in the case of a nonstatutory stock option granted to an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of our capital stock, the 2004 plan provides that the exercise price must be at least 110% of the fair market value on the date of grant if required by applicable laws and, if not so required, shall be such price as determined by our board of directors (or, following the completion of this offering, our compensation committee). Under the 2004 plan, in the case of a nonstatutory stock option granted on any date on which our common stock is a security listed on a national securities exchange or national market system to any eligible person, the exercise price shall be such price as determined by our board of directors (or, following the completion of this offering, our compensation committee) provided that if such eligible person is, at the time of the grant of such option, a named executive, the exercise price shall be no less than 100% of the fair market value on the date of grant if such option is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. Notwithstanding the foregoing, nonstatutory stock options may be granted with an exercise price other than as required above pursuant to a merger or other corporate transaction described below. Nonstatutory stock options may be granted for a maximum 10-year term.
 
  •      ISOs are designed to comply with the provisions of the Internal Revenue Code and will be subject to specified restrictions contained in the Internal Revenue Code and as further described above in connection with the 2007 plan. Under the 2004 plan, in the case of an ISO granted to an individual who owns (or is deemed to own) more than 10% of the total combined voting power of all classes of our capital stock, the 2004 plan provides that the exercise price must be at least 110% of the fair market value of a share of common stock on the date of grant and the ISO is exercisable for no more than five years from the date of grant; or granted to any other employee, the exercise price must be at least 100% of the fair market value of a share of common stock on the date of grant and the ISO may be granted for a maximum 10-year term. Any ISO granted under the 2004 plan is exercisable at such times and under such conditions as determined by our board of directors (or, following the completion of this offering, our compensation committee), consistent with the terms of the 2004 plan and reflected in the applicable option agreement, including vesting requirements and/or performance criteria.
 
To date, we have only granted stock options under the 2004 plan.


103