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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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  non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors).
 
  •      Stock payments include payments in the form of common stock, options or other rights to purchase shares of our common stock and may be based upon specific performance criteria determined appropriate by our compensation committee (or the board of directors, in the case of awards to non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors).
 
  •      Deferred stock awards may provide for payment based on specified performance criteria determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors). Shares subject to deferred stock awards will not be issued until the awards have vested, and recipients of the deferred stock awards generally will have no voting or dividend rights prior to the time the vesting conditions are satisfied.
 
  •      Performance-based awards include awards other than options or stock appreciation rights which comply with Internal Revenue Service, or IRS, requirements under Section 162(m) of the Internal Revenue Code for performance-based compensation. They may provide for payments based upon specific performance criteria determined appropriate by our compensation committee (or the board of directors, in the case of awards to non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors).
 
  •      Performance bonus awards may be granted in the form of a cash bonus payable upon the attainment of performance goals established by our compensation committee (or the board of directors, in the case of awards to non-employee directors) and relate to specific performance criteria determined appropriate by our compensation committee (or the board of directors, in the case of awards to non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors).
 
  •      Other stock-based awards provide participants with shares of our common stock or the right to purchase shares of our common stock or that have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in shares of our common stock and which may be linked to specific performance criteria determined appropriate by our compensation committee (or the board of directors, in the case of awards to non-employee directors), in each case over a period or periods determined by our compensation committee (or the board of directors, in the case of awards to non-employee directors).
 
Change in Control.  The 2007 plan contains a change in control provision, which provides that in the event of a change in control of our company (for example, if we are acquired by merger or asset sale) where the acquiror does not assume awards granted under the 2007 plan, awards issued under the 2007 plan will be subject to accelerated vesting such that 100% of the awards will become vested and exercisable or payable, as applicable.
 
Section 162(m) Limitation.  In general, under Section 162(m) of the Internal Revenue Code, income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for certain executive officers exceeds $1,000,000 (less the amount of any “excess parachute payments” as defined in Section 280G of the Internal Revenue Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain “performance-based compensation” if an independent compensation committee determines performance goals, and if the material terms of the performance-based compensation are disclosed to and approved by our stockholders. In particular, stock options and SARs will satisfy the “performance-based


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