Exhibit 4.11
DYNAVAX TECHNOLOGIES CORPORATION
AMENDED AND RESTATED 2004 NON-EMPLOYEE DIRECTOR OPTION
PROGRAM
AND
AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTOR CASH COMPENSATION PROGRAM
EFFECTIVE APRIL 14, 2005
AMENDED APRIL 17, 2012
(REVISION VERSION 4.0)
ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE PROGRAM
| 1.1 | Establishment of Program |
The Dynavax Technologies Corporation 2004 Non-Employee Director Option Program, as revised herein, including the Non-Employee Director Cash Compensation Program (collectively, the “Director Program”) is adopted pursuant to the Dynavax Technologies Corporation 2011 Equity Incentive Plan (the “2011 Plan”), in addition to the terms and conditions set forth below, is subject to the provisions of the Plan.
| 1.2 | Purpose of Program |
The purpose of the Director Program is to enhance the ability of the Company to attract and retain directors who are not Employees (“Non-Employee Directors”) through an Option and Cash Compensation program.
| 1.3 | Effective Date of the Program |
The Director Program is effective as of the Registration Date, and as revised on April 17, 2012.
ARTICLE II
DEFINITIONS
Capitalized terms in this Director Program, unless otherwise defined herein, have the meaning given to them in the Plan.
ARTICLE III
OPTION TERMS
| 3.1 | Date of Grant and Number of Shares |
Effective April 14, 2005, a Non-Qualified Stock Option to purchase 20,000 shares of Common Stock shall be granted (the “Initial Grant”) to each Non-Employee Director and 30,000 shares shall be granted to the Non-Employee Chairman of the Board (the “Initial Grant”), and such Initial Grant to be made to Non-Employee Directors elected or appointed to the Board upon the date each such Non-Employee Director first becomes a Non-Employee Director.
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In addition, immediately following each annual meeting of the Company’s stockholders, commencing with the annual meeting of the Company’s stockholders in 2012, each Non-Employee Director who continues as a Non-Employee Director following such annual meeting shall be granted a Non-Qualified Stock Option to purchase 17,500 shares of Common Stock (a “Subsequent Grant”). Based on the Non-Employee Director’s election date, the first subsequent grant shall be pro-rated as follows:
Service Period from Election Date | Option Grant Schedule | |
More than 10 up to 12 months | 100% of grant (17,500 shares) | |
More than 7 months, but less than 10 | 75% of grant (13,125 shares) | |
More than 4 months, but less than 7 | 50% of grant (8,750 shares) | |
More than 1 month, but less than 4 | 25% of grant (4,375 shares) |
Each such Subsequent Grant shall be made on the date of the annual stockholders’ meeting in question.
| 3.2 | Vesting |
Each Initial Grant of Common Stock subject to the Option under the Director Program shall vest twenty-five percent (25%) twelve (12) months after the grant date and an additional twenty-five percent (25%) of the shares of Common Stock subject to the Option shall vest on each yearly anniversary of the grant date thereafter, such that the Option will be fully exercisable four (4) years after its date of grant.
Each Subsequent Grant under the Director Program will vest and become exercisable as to all of the shares of Common Stock subject to the Option twelve (12) months after the grant date.
| 3.3 | Exercise Price |
The exercise price per share of Common Stock of each Initial Grant and Subsequent Grant shall be one hundred percent (100%) of the Fair Market Value per share on the date of grant.
| 3.4 | Corporate Transaction/Change in Control |
Each Option under the Director Program shall be subject to the provisions of Section 9 of the 2011 Plan relating to the exercise or termination of the Option in the event of a Corporate Transaction or a Change in Control.
| 3.5 | Other Terms |
The Administrator (the “Dynavax Board of Directors”) of the Plan shall determine the remaining terms and conditions of the Options awarded under the Program.
ARTICLE IV
CASH COMPENSATION TERMS
| 4.1 | Annual Fees |
Each Non-Employee Director currently on the Company’s board, or elected in 2012 and thereafter, shall receive an annual retainer fee of $40,000. The Chairman of the Board shall receive an annual retainer fee of $65,000. Such annual retainer fees will be paid in quarterly installments at the end of each fiscal quarter where such person is an active director of the board (“active director” requires attendance at 75% of the annually scheduled board meetings) and is inclusive of 5 scheduled board meetings. In the event there are more than 5 board meetings in the calendar year, each director attending the meeting in person will receive a fee of $2,000 per meeting or $500 per meeting if attending by telephone.
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| 4.2 | [Intentionally Removed] |
| 4.3 | Committee Meeting Fees |
The Chairman of the Audit Committee shall receive an annual retainer of $20,000. Each member of the audit committee shall receive a fee of $1,500 for each Audit Committee meeting attended in person or $500 for each Audit Committee meeting attended by telephone.
The Chairman of the Compensation Committee shall receive an annual retainer of $15,000. Each member of the compensation committee shall receive a fee of $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by telephone.
The Chairman of the Nominating and Governance Committee shall receive an annual retainer of $5,000. Each member of the nominating committee shall receive a fee of $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by telephone.
Such annual retainer fees for chairman of a committee will be paid quarterly at the end of each fiscal quarter where such person is an active Chairman of the Committee and an Active Director. Such committee fees will be paid quarterly at the end of each fiscal quarter where such person is an Active Director.
| 4.4 | Travel and Related Costs |
Reasonable travel and related costs associated with attending Board and committee meetings shall be reimbursed. The Board member needs to submit proper documentation for reimbursement.
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