Independent Director Compensation Policy



 Exhibit 10.1 
 OREXIGEN THERAPEUTICS, INC. 
 INDEPENDENT DIRECTOR
COMPENSATION POLICY 
 Non-employee members of the board of directors (the “Board”) of Orexigen
Therapeutics, Inc. (the “Company”) shall be eligible to receive cash and equity compensation commencing on the first date upon which the Company is subject to the reporting requirements of Section 13 or 15(d)(2) of the
Exchange Act (the “Public Trading Date”) as set forth in this Independent Director Compensation Policy. The cash compensation and option grants described in this Independent Director Compensation Policy shall be paid or be
made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, an “Independent Director”) who
may be eligible to receive such cash compensation or options, unless such Independent Director declines the receipt of such cash compensation or options by written notice to the Company. This Independent Director Compensation Policy shall remain in
effect until it is revised or rescinded by further action of the Board. All share numbers set forth in this policy give effect to the reverse stock split to be implemented by the Company in connection with its initial public offering. 
 1. Cash Compensation. 
 Each Independent Director shall be eligible to receive an annual retainer of $25,000 for service on the Board. In addition, an Independent Director serving as: 
 (i) chairman of the Audit Committee shall be eligible to receive an additional annual retainer of $10,000 for such service;

 (ii) members (other than the chairman) of the Audit Committee shall be eligible to receive an additional annual
retainer of $5,000 for such service; 
 (iii) chairman of the Compensation Committee or the Nominating/Corporate
Governance Committee shall be eligible to receive an additional annual retainer of $4,000 for such service; and 
 (iv) members (other than the chairman) of the Compensation Committee or the Nominating/Corporate Governance Committee shall be eligible to receive an additional annual retainer of $2,000 for such service. 
 The annual retainers shall be paid by the Company in quarterly installments or more frequently as deemed advisable by the officers of the
Company for administrative or other reasons. 
 2. Equity Compensation. The options described below shall be granted
under and shall be subject to the terms and provisions of the Company’s 2007 Equity Incentive Award Plan, as amended (the “2007 Plan”) and shall be granted subject to the execution and delivery of option agreements,
including attached exhibits, in substantially the same forms previously approved by the Board, setting forth the vesting schedule applicable to such options and such other terms as may be required by the 2007 Plan. 
 (a) Initial Options. A person who is initially elected or appointed to the Board following the Public Trading Date, and who is
an Independent Director at the time of such initial election or appointment, shall be eligible to receive a non-qualified stock option to purchase 25,000 shares of common stock (subject to adjustment as provided in the 2007 Plan) on the date of such
initial election or appointment (each, an “Initial Option”). 
 (b) Subsequent Options. A
person who is an Independent Director automatically shall be eligible to receive a non-qualified stock option to purchase 12,500 shares of common stock (subject to adjustment as provided in the 2007 Plan) on the date of each annual meeting of the
Company’s stockholders after the Public Trading Date. An Independent Director elected for the first time to the Board at an annual meeting of stockholders shall only receive an Initial Option in connection with such election, and shall not
receive a Subsequent Option on the date of such meeting as well. The option grants described in this clause shall be referred to as “Subsequent Options.” 
 (c) Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or
subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company and remain on the Board will not receive an Initial Option grant pursuant to clause 2(a) above, but to the extent that
they are otherwise eligible, will be eligible to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Subsequent Options as described in clause 2(b) above. 







 (d) Terms of Options Granted to Independent Directors. 
 (i) Exercise Price. The per share exercise price of each option granted to an Independent Director shall equal 100% of the Fair
Market Value (as defined in the 2007 Plan) of a share of common stock on the date the option is granted. 
 (ii) Vesting. Initial Options granted to Independent Directors shall become exercisable in thirty-six equal monthly installments of 1/36 of the shares subject to such option on the first day of each calendar month following the
date of the Initial Option grant, such that each Initial Option shall be 100% vested on the first day of the 36th
 month following the date of grant, subject to the director’s continuing service on the Board through such dates. Subsequent Options granted to Independent Directors shall become vested
in twelve equal monthly installments of 1/12 of the shares subject to such option on the first day of each calendar month following the date of the Subsequent Option Grant, subject to a director’s continuing service on the Board through such
dates. The term of each option granted to an Independent Director shall be ten years from the date the option is granted. No portion of an option which is unexercisable at the time of an Independent Director’s termination of membership on the
Board shall thereafter become exercisable. Following an Independent Director’s termination of membership on the Board, the Independent Director shall have until the first to occur of (i) the first anniversary of the date of his or her
termination of membership on the Board, or (ii) the original expiration date of the term of such options, to exercise the options that were vested and exercisable as of such date of termination of membership on the Board.