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SEC Filings

S-1/A
OREXIGEN THERAPEUTICS, INC. filed this Form S-1/A on 04/09/2007
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the ten-year term of the 2007 plan, beginning on January 1, 2008. The annual increase in the number of shares shall be equal to the least of:
 
  •      5% of our outstanding common stock on the applicable January 1;
 
  •      2,000,000 shares of common stock; and
 
  •      a lesser number of shares of our common stock determined by our board of directors.
 
In any event, the maximum aggregate number of shares that may be issued or transferred under the 2007 plan during the term of the 2007 plan may in no event exceed 25,000,000 shares. In addition, no participant in our 2007 plan may be issued or transferred more than 1,500,000 shares of common stock per fiscal year pursuant to awards under the 2007 plan; provided, however, that such limitation shall not apply until required by Section 162(m) of the Internal Revenue Code.
 
The material terms of the 2007 plan are summarized below. The 2007 plan is filed as an exhibit to the registration statement of which this prospectus is a part.
 
Administration.  The compensation committee of our board of directors will administer the 2007 plan (except with respect to any award granted to “independent directors” (as defined in the 2007 plan), which must be administered by our full board of directors). To administer the 2007 plan, our compensation committee must consist of at least two members of our board of directors, each of whom is a “non-employee director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and, with respect to awards that are intended to constitute performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, an “outside director” for purposes of Section 162(m). Subject to the terms and conditions of the 2007 plan, our compensation committee has the authority to select the persons to whom awards are to be made, to determine the type or types of awards to be granted to each person, the number of awards to grant, the number of shares to be subject to such awards, and the terms and conditions of such awards, and to make all other determinations and decisions and to take all other actions necessary or advisable for the administration of the 2007 plan. Our compensation committee is also authorized to adopt, amend or revise rules relating to the administration of the 2007 plan. Our board of directors may at any time abolish the compensation committee and revest in itself the authority to administer the 2007 plan. The full board of directors will administer the 2007 plan with respect to awards to non-employee directors.
 
Eligibility.  Options, stock appreciation rights, or SARs, restricted stock and other awards under the 2007 plan may be granted to individuals who are then our officers, consultants or employees or are the officers or employees of any of our subsidiaries. Such awards may also be granted to our directors but only employees may be granted incentive stock options, or ISOs. The maximum number of shares of our common stock that may be subject to awards granted under the 2007 plan to any individual in any fiscal year cannot exceed ; provided, however, that such limitation shall not apply until required by Section 162(m) of the Internal Revenue Code.
 
Awards.  The 2007 plan provides that our compensation committee (or the board of directors, in the case of awards to non-employee directors) may grant or issue stock options, SARs, restricted stock, restricted stock units, dividend equivalents, performance share awards, performance stock units, stock payments, deferred stock, performance bonus awards, performance-based awards, and other stock-based awards, or any combination thereof. The compensation committee (or the board of directors, in the case of awards to non-employee directors) will consider each award grant subjectively, considering factors such as the individual performance of the recipient and the anticipated contribution of the recipient to the attainment of the company’s long-term goals. 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.
 
  •      Nonqualified stock options, or NQSOs, will provide for the right to purchase shares of our common stock at a specified price which may not be less than the fair market value of a share of common stock on the date of grant, and usually will become exercisable (at the discretion of our compensation committee or the board of directors, in the case of awards to non-employee directors) in one or more installments after the grant date, subject to the participant’s continued


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