UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2007
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation or
organization) Identification Number)
349 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA 94080
(Address of Principal Administrative Offices)
Registrant's Telephone Number, Including Area Code: (650) 624-1000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 5-- CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 1, 2007, the Board of Directors of VaxGen, Inc. ("VaxGen" or
"the Company") adopted the VaxGen, Inc. Severance Benefit Plan, or the Plan. The
purpose of the Plan is to provide for the payment of severance benefits to
certain eligible employees. Eligible employees of the Plan include full-time
U.S. employees of the Company, including executive officers, whose employment is
involuntarily terminated by the Company without cause, as a result of a
reduction-in-force, reorganization or job elimination, or who are otherwise
selected by the Company to receive the benefits of the Plan. For purposes of the
Plan, full-time employees are those employees who are regularly scheduled to
work at least 32 hours per week.
Severance benefits to be provided to eligible employees under the Plan
include:
o Salary continuation equal to two months of the employees' base salary plus
one week of base salary for each full year of service, with a minimum of
one additional week, but not to exceed 26 weeks of base salary;
o Full payment of the employees' COBRA premiums for two months following
termination;
o A PTO bonus payment equal to 1/6th of the employees' annual paid time off
accrual; and
o A cash payment for non-officer employees' target incentive bonus for the
quarter in which termination occurs.
The Plan does not supersede or replace any severance benefits to which
an eligible employee is contractually entitled pursuant to the terms of an
individually negotiated written employment agreement between the employee and
the Company.
The Plan is attached as Exhibit 10.1 to this report and is incorporated
herein by reference.
SECTION 9--FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable
(d) Exhibits.
Exhibit No. Description
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10.1 VaxGen, Inc. Severance Benefit Plan, dated August 1, 2007.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VaxGen, Inc.
(Registrant)
Dated: August 7, 2007 By:/s/ Matthew J. Pfeffer
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Matthew J. Pfeffer
Senior Vice President, Finance and
Administration and Chief Financial Officer