EX-10.1



 Exhibit 10.1 

OREXIGEN THERAPEUTICS, INC. 

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT 

AGREEMENT 
 FEBRUARY 4,
2016 
 Reference is made to the SECOND AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated June 14, 2011 by and between OREXIGEN THERAPEUTICS,
INC. (“Orexigen” or the “Company”) with its principal place of business located at 3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA 92037 and
MICHAEL NARACHI (“Executive”), and AMENDMENT NO. 1 TO THE SECOND AMENDED
AND RESTATED EMPLOYMENT AGREEMENT dated February 15, 2013 (the “First Amendment”). All capitalized terms used herein and not otherwise defined shall have
the meanings assigned to such terms in the Agreement. 
 WHEREAS, the parties desire to
supersede and replace in full the First Amendment, and to amend certain terms of the Agreement in accordance with the terms hereof (this “Second Amendment”). 

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto, intending to be legally bound, agree to amend the Agreement as follows: 
  

	1.	 Article IV, Section 4.1 of the Agreement shall be amended and restated in its entirety as follows:



 Term Limitation for Severance and Change in Control
Benefits.  The term for the Severance Benefits and Change in Control Benefits provided for in this Article IV herein shall continue through March 31, 2019 (the “Expiration Date”). If this Article IV is not
amended or renewed by the Compensation Committee of the Company’s Board prior to the Expiration Date, this Article IV (including Executive’s right to receive the Severance Benefits and Change in Control Benefits contained herein), shall
terminate automatically on such Expiration Date; provided, however, that if this Article IV terminates pursuant to this Section 4.1, the remainder of this Agreement will remain in full force and effect. 

 

	2.	 Article IV, Section 4.2(b) of the Agreement shall be amended and restated in its entirety as follows:



 (b)       Health Insurance. 

(i)        COBRA Premiums.  Provided that Executive
elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (together with any state or local laws of similar effect, “COBRA”) within the time period provided for under COBRA, the Company
will pay the premiums necessary to continue Executive’s group health insurance coverage in effect as of the Termination Date (including coverage for Executive’s eligible dependents) (the “COBRA Premiums”) for a maximum
period of twenty-four (24) months following the Termination Date (the “COBRA Premium Period”); provided, however, that no premium payments will be made by the Company pursuant to this paragraph following the effective date of
Executive’s coverage by a health 







 
insurance plan of a subsequent employer or such other date on which Executive (and Executive’s dependents, as applicable) ceases to be eligible for COBRA coverage (including cessation of
non-core coverage, such as dental and vision coverage). Executive agrees that Executive shall notify the Company in writing as soon as practical, but no later than 15 days after Executive receives coverage under a health insurance plan of a
subsequent employer. 
 (ii)        Special Cash Payments in
Lieu of COBRA Premiums. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without
limitation, Section 2716 of the Public Health Service Act), regardless of whether Executive or Executive’s eligible dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive, as soon as administratively
practicable, but in no case more than five (5) business days following, the later of (A) the effective date of the general release of claims executed by Executive and (B) the date on which the Company so determines that it may no longer pay the
COBRA Premiums without incurring such financial costs or penalties, a fully taxable lump sum cash payment equal to the applicable remaining unpaid COBRA Premiums for the COBRA Premium Period (including the amount of COBRA Premiums for
Executive’s eligible dependents), less required tax withholdings and deductions (such amount, the “Special Cash Payment”). Executive may, but is not obligated to, use such Special Cash Payment toward the cost of COBRA premiums.

  

	3.	 Article IV, Section 4.2(c) of the Agreement shall be amended and restated in its entirety as follows:



 Equity Acceleration.  After taking into account any additional
acceleration of vesting Executive may be entitled to receive under any other plan or agreement, (i) Executive’s outstanding time-based equity awards (including, without limitation, stock options, restricted stock awards or similar awards, but
excluding any restricted stock units that vest and/or are earned, in whole or in part, based on the attainment of performance criteria (“Performance RSUs”)) shall be accelerated such that, effective as of the Termination Date,
Executive shall receive immediate accelerated vesting of such outstanding time-based equity awards with respect to that same number of shares that would have vested if Executive had continued in employment with the Company for a period of twelve
(12) months following the Termination Date; and (ii) to the extent the Company has achieved an applicable Performance Condition (as defined in Executive’s Performance RSU Award Agreement) as of the Termination Date, and is thereafter subject
only to time-based vesting, such portion of Executive’s Performance RSUs subject solely to time-based vesting shall be accelerated such that, effective as of the Termination Date, Executive shall receive immediate accelerated vesting of such
Performance RSUs with respect to that same number of units that would have vested if Executive had continued in employment with the Company for a period of twelve (12) months following the Termination Date. In all other respects, such equity awards
shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents and any applicable agreements between the Company and Executive. 








	4.	 Article IV, Section 4.3(b) of the Agreement shall be amended and restated in its entirety as follows:



 Bonus Payment. The Company shall make a single lump sum bonus payment to
Executive in an amount equal to Executive’s Annual Bonus target in effect as of the Termination Date, multiplied by two (2), less required tax withholdings and deductions (the “Bonus Payment”). The Bonus Payment will be
paid within sixty (60) days after the Termination Date, but in no event later than March 15 of the year following the year of termination. 
  

	5.	 Article IV, Section 4.3(c) of the Agreement shall be amended and restated in its entirety as follows:



 (b)       Health Insurance. 

(i)        CIC COBRA Premiums.   Provided that
Executive elects continued coverage under the COBRA within the time period provided for under COBRA, the Company will pay the premiums necessary to continue Executive’s group health insurance coverage in effect as of the Termination Date
(including coverage for Executive’s eligible dependents) (the “CIC COBRA Premiums”) for a maximum period of twenty-four (24) months following the Termination Date (the “CIC COBRA Premium Period”);
provided, however, that no premium payments will be made by the Company pursuant to this paragraph following the effective date of Executive’s coverage by a health insurance plan of a subsequent employer or such other date on which Executive
(and Executive’s dependents, as applicable) ceases to be eligible for COBRA coverage (including cessation of non-core coverage, such as dental and vision coverage). Executive agrees that Executive shall notify the Company in writing as soon as
practical, but no later than 15 days after Executive receives coverage under a health insurance plan of a subsequent employer. 

(ii)        Special Cash Payments in Lieu of CIC COBRA
Premiums. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation,
Section 2716 of the Public Health Service Act), regardless of whether Executive or Executive’s eligible dependents elect or are eligible for COBRA coverage, the Company instead shall pay to Executive, as soon as administratively practicable,
but in no case more than five (5) business days following, the later of (A) the effective date of the general release of claims executed by Executive and (B) the date on which the Company so determines that it may no longer pay the CIC COBRA
Premiums without incurring such financial costs or penalties, a fully taxable lump sum cash payment equal to the applicable remaining unpaid CIC COBRA Premiums for the CIC COBRA Premium Period (including the amount of CIC COBRA Premiums for
Executive’s eligible dependents), less required tax withholdings and deductions (such amount, the “Special CIC Cash Payment”). Executive may, but is not obligated to, use such Special CIC Cash Payment toward the cost of COBRA
premiums. 








	6.	 Article IV, Section 4.3(d) of the Agreement shall be amended and restated in its entirety as follows:



 Equity Acceleration.  After taking into account any additional acceleration of
vesting Executive may be entitled to receive under any other plan or agreement, the Company shall cause all outstanding time-based equity awards then held by Executive (including, without limitation, stock options, restricted stock awards or similar
awards, but excluding any Performance RSUs) to become fully vested and, if applicable, exercisable with respect to all the shares subject thereto effective immediately prior to the Termination Date. In all other respects, such time-based
equity awards shall continue to be governed by the terms of the applicable award agreements and equity incentive plan documents and any applicable agreements between the Company and Executive. With respect to Executive’s Performance RSUs, such
Performance RSUs shall continue to be governed by the terms of the equity incentive plan documents and Executive’s Performance RSU Award Agreements pursuant to which they were granted. 

 

	7.	 This Second Amendment supersedes and replaces in full the First Amendment. This Second Amendment, along with
the Agreement, represents the complete and entire understanding between the parties regarding the subject matter hereof and supersedes all prior negotiations, representations or agreements, either written or oral, regarding this subject matter. The
Agreement and this Second Amendment cannot be modified or amended except in a writing signed by an appropriate officer of the Company and Executive. 


  

	8.	 This Second Amendment and the rights and obligations of the parties hereunder shall be governed by the laws of
the State of California, without regard to the conflicts of law provisions thereof. 


  

	9.	 This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but
both of which together shall constitute one and the same instrument. 


  

	10.	 Except for the matters set forth in this Second Amendment, all other terms of the Agreement shall remain
unchanged and in full force and effect. 


  

[Signature Page to Follow] 







 IN WITNESS
WHEREOF, the parties hereto have duly executed this Second Amendment as of the date set forth above. 
  

							
	OREXIGEN THERAPEUTICS, INC.
			
	By:	 	/s/ Eckard Weber, M.D.	 	
		 	  
	 		 	
	Name: Eckard Weber, M.D.	 		 	
	Title: Chairman of the Board of Directors	 		 	


  

			
	Accepted and agreed:	  	
	  
 /s/ Michael Narachi
	  
	  
	  	
	Michael Narachi