OREXIGEN THERAPEUTICS, INC.
2004 STOCK PLAN
STOCK OPTION AGREEMENT
1. Grant of Option. Orexigen Therapeutics, Inc., a Delaware corporation (the
Company), hereby grants to «Optionee» (Optionee), an option (the
Option) to purchase the total number of shares of Common Stock (the Shares) set
forth in the Notice of Stock Option Grant (the Notice), at the exercise price per Share
set forth in the Notice (the Exercise Price) subject to the terms, definitions and
provisions of the Orexigen Therapeutics, Inc. 2004 Stock Plan (the Plan) adopted by the
Company, which is incorporated in this Agreement by reference. Unless otherwise defined in this
Agreement, the terms used in this Agreement shall have the meanings defined in the Plan.
2. Designation of Option. This Option is intended to be an Incentive Stock Option as
defined in Section 422 of the Code only to the extent so designated in the Notice, and to the
extent it is not so designated or to the extent the Option does not qualify as an Incentive Stock
Option, it is intended to be a Nonstatutory Stock Option.
Notwithstanding the above, if designated as an Incentive Stock Option, in the event that the
Shares subject to this Option (and all other Incentive Stock Options granted to Optionee by the
Company or any Parent or Subsidiary, including under other plans of the Company) that first become
exercisable in any calendar year have an aggregate fair market value (determined for each Share as
of the date of grant of the option covering such Share) in excess of $100,000, the Shares in excess
of $100,000 shall be treated as subject to a Nonstatutory Stock Option, in accordance with Section
5(c) of the Plan.
3. Exercise of Option. This Option shall become exercisable during its term in
accordance with the Vesting Schedule set out in the Notice and with the provisions of Section 10 of
the Plan as follows:
(a) Right to Exercise.
(i) The Option may only be exercised to the extent it has become vested.
(ii) This Option may not be exercised for a fraction of a share.
(iii) In the event of Optionees death, disability or other termination of employment, the
exercisability of the Option is governed by Section 5 below, subject to the limitations contained
in this Section 3.
(iv) In no event may this Option be exercised after the Expiration Date of the Option as set
forth in the Notice.