Amendment No. 2 to Amended and Restated Employment Agreement



 Exhibit 10.1 
 OREXIGEN THERAPEUTICS, INC. 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT 
 NOVEMBER 1, 2011 
 Reference is made to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated February 22, 2010 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 MARK BOOTH (“Executive”), and AMENDMENT NO. 1 TO THE AMENDED
AND RESTATED EMPLOYMENT AGREEMENT dated June 14, 2011, respectively. All capitalized terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Agreement. 
 WHEREAS, the Company and Executive are parties to that
certain Amended and Restated Employment Agreement (the “Agreement”), as amended pursuant to Amendment No. 1 to Amended and Restated Employment Agreement (the “First Amendment”); 

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 II, Section 2.1 of the Agreement shall be amended and restated in its entirety as follows: 


“Position and Duties. Subject to terms set forth herein, the Company agrees to continue to employ Executive,
on a Part-Time Basis (as defined below), in the position of Chief Commercial Officer and Executive hereby accepts such continued employment. Executive shall perform such duties as are customarily associated with the position of Chief Commercial
Officer, on a Part-Time Basis, and such other duties as are assigned to Executive by the Chief Executive Officer and/or President of the Company. Subject to the terms of this Agreement, the Company may change Executive’s duties,
responsibilities, title, and reporting relationship at its discretion. Effective November 1, 2011, and subject to Section 2.2 of the Agreement, Executive will devote Executive’s best efforts and three (3) days (equal to an eight
(8) hour day) per week to the business of the Company (“Part-Time Basis”). Notwithstanding the foregoing, it is agreed and understood that Executive shall be allowed to participate on the boards of directors of two
companies and Executive may serve on other boards of directors and provide other consulting and/or business services for other companies during his employment with the Company, with prior written notice given to, and the consent of, the Chief
Executive Officer. Executive shall not be required to relocate his principal residence from Lake Forest, Illinois.” 
  

	2.	Article III, Section 3.1 of the Agreement shall be amended and restated in its entirety as follows: 


“Base Salary. Effective November 1, 2011, Executive shall receive for services to be rendered hereunder an annual base
salary of $222,000.00 (“Amended Base Annual Salary”), less required deductions and withholdings, payable on the regular payroll dates of the Company.” 








	3.	Article III, Section 3.2 of the Agreement shall be amended and restated in its entirety as follows: 


“Annual Bonus. In addition to the Amended Base Annual Salary, during each calendar year Executive will be
eligible for an annual performance bonus, equal to up to 50% of the Amended Base Annual Salary, and which is 100% based upon the achievement of Executive’s performance goals and objectives (“Amended Annual Bonus”). The
Compensation Committee of the Company’s Board shall determine in its sole discretion whether any such bonus has been earned and, if so, the amount of any such bonus. Executive must be an employee in good standing at the time the Compensation
Committee decides to award the Amended Annual Bonus and, if Executive leaves the Company at any time and for any reason prior to such date, he will not be eligible to receive such a bonus or any pro-rata portion of such bonus. Such Amended Annual
Bonus shall be evaluated and paid no later than December 31 of the calendar year following the calendar year to which such Amended Annual Bonus relates.” 
  

	4.	Article III, Section 3.3 of the Agreement shall be amended and restated in its entirety as follows: 


“Vacation and Paid Time Off. Executive shall be entitled to 12 business days of paid vacation each year,
accruing on a monthly basis, and 8 paid holidays each year.” 
  

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


“Cash Severance. The Company shall make a single lump sum severance payment to Executive in an amount equal
to $370,000, less required tax withholdings and deductions (the “Severance Payment”). The Severance 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.” 
  

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


“Cash Severance. The Company shall make a single lump sum severance payment to Executive in an amount equal
to $370,000, multiplied by one point five (1.5), less required tax withholdings and deductions (the “Change in Control Payment”). The Change in Control 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.” 
  

	7.	Article IV, Section 4.4 of the Agreement shall be amended and restated in its entirety as follows: 


“Other Compensation and Benefits. If: (i) the Company terminates Executive’s employment for
Cause or as a result of his death or disability, or (ii) if Executive resigns his employment at any time, except as a result of a Constructive Termination during the Change in Control Period, then this Agreement shall automatically
terminate (except for Article V and Article VII, 







 
which shall continue in effect), and upon such termination, the Company shall have no further obligation to Executive, his spouse or estate, except that the Company shall pay to Executive the
amount of his Amended Base Annual Salary, and unused vacation pay, accrued to the date of such termination.” 
  

	8.	The parties agree that the adjustments in Executive’s duties, responsibilities and level of compensation as detailed in this Second Amendment (the
“Employment Adjustments”), do not constitute and/or trigger a “Constructive Termination” as defined in Section 1.6 of the Agreement, and Executive acknowledges and agrees that he is not entitled to or eligible
for any benefits (severance related or otherwise) as a result of the Employment Adjustments. 

  

	9.	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. 


 

	10.	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. 

  

	11.	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. 

  

	12.	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/ Michael A. Narachi 
	Name: Michael A. Narachi
	Title: President and Chief Executive Officer


  

	
	Accepted and agreed:
	
	Mark Booth
	MARK BOOTH


  
 [Signature
Page to Amendment No. 2 to M. Booth Employment Agreement]