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Delaware
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33-0728374
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
2010 Bonuses, 2011 Base Salaries and 2011 Equity Awards
On January 6, 2011, the Board of Directors approved the following 2010 bonus, 2011 base salary and 2011 equity awards for certain executive officers. The Board of Directors annually evaluates the performance and determines the compensation of Dynavax's executive officers.
(1) Stock options with an exercise price per share of $3.14, representing the closing price on the grant date of January 6, 2011. All options will vest at the rate of 1/3rd of the shares on the first anniversary of the vesting commencement date, with 1/36th of the total number of shares vesting each month thereafter, subject to continued service with the Company through each applicable vesting date.
(2) The 2010 bonus of 54,468 Euro and 2011 base salary of 247,248 Euro for the Chief Executive Officer of Dynavax Europe was converted using the daily average interbank Euro to USD rate on January 6, 2011.
Janowicz Management Service Contract Amendment
On January 6, 2011, the Company and Dr. Janowicz entered into an amendment to Dr. Janowicz's Management Service Contract (the "Amendment") reflecting his 2010 bonus, 2011 base salary and 2011 equity award, each as set forth above. The Amendment also provides that Dr. Janowicz's target cash-based incentive compensation for 2011 will be 50% of his base salary. Dr. Janowicz's actual cash incentive payments will be based on achievement of the Company's corporate goals and Dynavax Europe goals, weighted equally. A copy of Dr. Janowicz's employment agreement is attached a s Exhibit 10.60 to this current report and is incorporated herein by reference.
(d) Exhibit
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Dynavax Technologies Corporation
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Date: January 07, 2011
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By:
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/s/ Michael S. Ostrach
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Michael S. Ostrach
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Vice President
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Exhibit No.
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Description
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EX-10.60
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Amendment, dated January 6. 2011, to Management Service Contract between Dynavax Technologies Corporation and Zbigniew Janowicz
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Exhibit 10.60 |
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Dr. Zbigniew Janowicz Millrather Weg 74 40699 Erkratl Germany January 6, 2011 |
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Management Service Contract dated May 1, 2006 |
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Dear Dr. Janowicz, |
Valid as of January 6, 2011, the above-mentioned contract will be changed as follows:
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Art. 3 (1) now reads: |
The managing Director and Chief Executive Officer of the Company will be entitled to a fixed gross annual salary in the amount of € 247,248 - to be paid in arrears in twelve equal monthly installments. This represents a 1% increase to your annual base salary.
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Art. 3 (2) now reads: |
Effective January 1, 2011, your variable remuneration (Annual Target Incentive Cash Bonus) – is approved at 50% of your annual base salary. This means your target incentive cash bonus may be up to € 123,624. The weight distribution for your variable renumeration is amended and payment of your target incentive cash bonus will be measured against the achievement of:
| · | 50% towards the Dynavax corporate goals, and |
| · | 50% towards the Dynavax Europe goals. |
With regards to your 2010 goals, your annual cash bonus payout will be € 54,468 based on 80% achievement of our corporate goals and 95% achievement of the Dynavax Europe goals.
You are granted an option to purchase 150,000 shares of Common Stock of the Company at the then fair market value of the Common Stock on January 6, 2011. Such option will vest at the rate of 1/3rd of the shares on the first anniversary of the vesting commencement date, with 1/36th of the total number of shares vesting each month thereafter, subject to continued service.
We kindly ask you to return one copy of this letter duly signed by you in case of your agreement to the changes.
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Sincerely, |
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/s/ J. Tyler Martin, M.D. J. Tyler Martin, M.D. President Dynavax Technologies Corporation |
Agreed: January 6, 2011 /s/ Zbigniew Janowicz Date Dr. Zbigniew Janowicz