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SEC Filings

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

 
Option Exercises and Stock Vested at Fiscal Year End
 
The following table presents certain information concerning the exercise of options by each of the named executive officers during the fiscal year ended December 31, 2006.
 
                                 
    Option Awards              
    Number of Shares
          Stock Awards  
    Acquired on
    Value Realized on
    Number of Shares
    Value Realized on
 
    Exercise
    Exercise
    Acquired on Vesting
    Vesting
 
Name of Executive Officer
  (#)     ($)     (#)     ($)  
 
Gary D. Tollefson, M.D., Ph.D. 
                       
Anthony A. McKinney
                       
Graham K. Cooper
                       
Eduardo Dunayevich, M.D. 
                       
Ronald P. Landbloom. M.D. 
                       
Lynne Rollins
    20,000       96,500              
 
Pension Benefits
 
None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us.
 
Nonqualified Deferred Compensation
 
None of our named executive officers participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us. The compensation committee, which is comprised solely of independent directors, may elect to provide our officers and other employees with non-qualified defined contribution or deferred compensation benefits if the compensation committee determines that doing so is in our best interests.
 
Employment Agreements and Severance Benefits
 
As of the date of this prospectus, we will have in place amended employment agreements with each of our named executive officers, as described below.
 
The base salaries of the executives are set forth in the employment agreements. The employment agreements provide that each executive shall be eligible for an annual performance bonus, equal to up to 25% of the executive’s base salary, based solely upon the achievement of performance goals and objectives determined by our board of directors or compensation committee. Mr. McKinney and Drs. Landbloom and Dunayevich also received relocation or signing bonuses, which with respect to Drs. Landbloom and Dunayevich are subject to repayment (each to be forgiven by 50% on each of the first and second anniversaries of the executive’s employment commencement date). In addition, the employment agreements provide that each executive have been awarded a stock option upon or shortly after his commencement of employment with us. Each executive’s employment is at-will and may be terminated by us at any time, upon 30 days’ written notice. Similarly, each executive may terminate his employment with us at any time, upon 30 days’ written notice.
 
The employment agreements provide each executive with certain severance benefits in the event his employment is terminated by us other than for “cause,” as defined in the agreements, or if his employment is terminated by us other than for cause, or by the executive due to “constructive termination,” as defined in the employment agreements and described above, within the one-month period before the effective date of a change in control and the six-month period immediately following the effective date of a change in control. Specifically, if such termination occurs, each executive will receive any accrued but unpaid base salary as of the date of termination, and, provided that he first executes and does not revoke a general release, each executive is also entitled to continue to be compensated by us, his annual base salary as then in effect, for a period of nine months, payable on the regular payroll dates of our company.


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