If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise and references in this Plan to the Board will thereafter be to the Committee or subcommittee, as applicable.
Any delegation of administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee as applicable. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated.
The Committee may consist solely of two or more Non-Employee Directors in accordance with Rule 16b All determinations, interpretations and constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. Neither the Board nor any Committee will have the authority to i reduce the exercise or strike price of any outstanding Option or SAR or ii cancel any outstanding Option or SAR that has an exercise or strike price per share greater than the then-current Fair Market Value of the Common Stock in exchange for cash or other Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event.
Dividends or dividend equivalents may be paid or credited, as applicable, with respect to any shares of Common Stock subject to an Award, as determined by the Board and contained in the applicable Award Agreement; provided, however , that i no dividends or dividend equivalents may be paid with respect to any such shares before the date such shares have vested under the terms of such Award Agreement, ii any dividends or dividend equivalents that are credited with respect to any such shares will be subject to all of the terms and conditions applicable to such shares under the terms of such Award Agreement including, but not limited to, any vesting conditions , and iii any dividends or dividend equivalents that are credited with respect to any such shares will be forfeited to the Company on the date, if any, such shares are forfeited to or repurchased by the Company due to a failure to meet any vesting conditions under the terms of such Award Agreement.
Shares Subject to the Plan.
Accordingly, this Section 3 a does not limit the granting of Awards except as provided in Section 7 a. The following shares of Common Stock will become available again for issuance under the Plan: A any shares subject to an Award that are not issued because such Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Award having been issued; B any shares subject to an Award that are not issued because such Award or any portion thereof is settled in cash; and C any shares issued pursuant to an Award that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such shares.
The following shares of Common Stock will not become available again for issuance under the Plan: A any shares that are reacquired or withheld or not issued by the Company to satisfy the exercise, strike or purchase price of an Award including any shares subject to such Award that are not delivered because such Award is exercised through a reduction of shares subject to such Award i.
Dynavax Technologies Corp.
The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise. For clarity, Awards may not be granted to 1 Directors, for service in such capacity, or 2 any individual who was previously an Employee or Director, other than following a bona fide period of non-employment.
Notwithstanding the foregoing, Awards may not be granted to Employees who are providing Continuous Service only. Each Option or SAR Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be Nonstatutory Stock Options. The terms and conditions of separate Option or SAR Agreements need not be identical; provided, however , that each Award Agreement will conform to through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise the substance of each of the following provisions:.
No Option or SAR will be exercisable after the expiration of seven years from the date of its grant or such shorter period specified in the Award Agreement. The exercise price of an Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by one or more of the methods of payment set forth below that are specified in the Option Agreement. The Board has the authority to grant Options that do not permit all of the following methods of payment or that otherwise restrict the ability to utilize certain methods and to grant Options that require the consent of the Company to utilize a particular method of payment.
The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the excess of A the aggregate Fair Market Value on the date of the exercise of the SAR of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date, over B the aggregate strike price of the number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date.
- correlated currency pairs forex;
- Search Criteria.
- Dynavax Technologies Corporatio (DVAX) Options Chain - Yahoo Finance;
- 5 min binary options strategy?
The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board and contained in the Award Agreement evidencing such SAR. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine.
In the absence of such a determination by the Board to the contrary, the restrictions set forth in this Section 5 e on the transferability of Options and SARs will apply. Notwithstanding the foregoing or anything in the Plan or an Award Agreement to the contrary, no Option or SAR may be transferred to any financial institution without prior stockholder approval. An Option or SAR will not be transferable, except by will or by the laws of descent and distribution and pursuant to Sections 5 e ii and 5 e iii below , and will be exercisable during the lifetime of the Participant only by the Participant.
The Top 3 Dividend Investments I'm Recommending Today
Subject to the foregoing paragraph, the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided in the Plan, neither an Option nor a SAR may be transferred for consideration. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulations Section 1. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company or the designated broker , designate a third party who, upon the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise.
However, the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised which may be based on the satisfaction of Performance Goals or other criteria as the Board may deem appropriate.
The vesting provisions of individual Options or SARs may vary. If, after such termination of Continuous Service, the Participant does not exercise his or her Option or SAR as applicable within the applicable time period, the Option or SAR as applicable will terminate. Consistent with the provisions of the Worker Economic Opportunity Act, i if such non-exempt employee dies or suffers a Disability, ii upon a Transaction in which such Option or SAR is not assumed, continued or substituted, iii upon a Change in Control, or iv upon the.
The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay.
Dynavax Reports Inducement Grants Under Nasdaq Listing Rule (c)(4) | News |
Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of separate Restricted Stock Award Agreements need not be identical; provided, however , that each Restricted Stock Award Agreement will conform to through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise the substance of each of the following provisions:.
A Restricted Stock Award may be awarded in consideration for A cash including electronic funds transfers , check, bank draft or money order payable to the Company or B any other form of legal consideration including future services that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.
Shares of Common Stock awarded under a Restricted Stock Award Agreement may be subject to forfeiture to or repurchase by the Company in accordance with a vesting schedule to be determined by the Board. Rights to acquire shares of Common Stock under a Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.
Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. The terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical; provided, however , that each Restricted Stock Unit Award Agreement will conform to through incorporation of the provisions hereof by reference in the applicable Award Agreement or otherwise the substance of each of the following provisions:.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid if any by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock or their cash equivalent subject to the Restricted Stock Unit Award to a time after the vesting of the Restricted Stock Unit Award.
A Performance Stock Award is an Award that is payable including that may be granted, vest or be exercised contingent upon the attainment during a Performance Period of specified Performance Goals. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the Board, in its sole discretion.
In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards. With respect to any Performance Stock Award, the Board retains the discretion to A reduce or eliminate the compensation or economic benefit due upon the attainment of any Performance Goals on the basis of any considerations as the Board, in its sole discretion, may determine and B define the manner of calculating the Performance Criteria it selects to use for a Performance Period. Other forms of Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof e.
Subject to the provisions of the Plan including, but not limited to, Section 2 f , the Board will have sole and complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock or the cash equivalent thereof to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards. Covenants of the Company. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Awards.
The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan the authority required to grant Awards and to issue and sell shares of Common Stock upon exercise of the Awards; provided, however , that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award.
If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law.
The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising an Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.
Proceeds from the sale of shares of Common Stock issued pursuant to Awards will constitute general funds of the Company. Corporate action constituting a grant by the Company of an Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant.
Market Overview
In the event that the corporate records e. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to an Award unless and until i such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Award pursuant to its terms, and ii the issuance of the Common Stock subject to such Award has been entered into the books and records of the Company. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate i the employment of an Employee with or without notice and with or without cause, or ii the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.
In the event of any such reduction, the Participant will have no right with respect to any portion of the Award that is so reduced or extended. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if A the issuance of the shares upon the exercise or acquisition of Common Stock under the Award has been registered under a then currently effective registration statement under the Securities Act or B as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws.
The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal, state, local or foreign tax withholding obligation relating to an Award by any of the following means or by a combination of such means: i causing the Participant to tender a cash payment; ii withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; iii withholding cash from an Award settled in cash; iv withholding payment from any amounts otherwise payable to the Participant; or v by such other method as may be set forth in the Award Agreement.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants.
Deferrals by Participants will be made in accordance with Section A of the Code. Consistent with Section A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the Company or an Affiliate. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section A of the Code, and, to the extent not so exempt, in compliance with Section A of the Code.
If the Board determines that any Award granted hereunder is not exempt from and is therefore subject to Section A of the Code, the Award Agreement evidencing such Award will incorporate the terms and conditions necessary to avoid the consequences specified in Section A a 1 of the Code, and to the extent an Award Agreement is silent on terms necessary for compliance with Section A of the Code, such terms are hereby incorporated by reference into the Award Agreement. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate, including, but not limited to, a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause.
In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: i the class es and maximum number of securities subject to the Plan pursuant to Section 3 a ; and ii the class es and number of securities and price per share of stock subject to outstanding Awards.
The Board will make such adjustments and its determination will be final, binding and conclusive. In the event of a Transaction, the provisions of this Section 9 c will apply to each outstanding Award unless otherwise provided in the instrument evidencing the Award, in any other written agreement between the Company or any Affiliate and the Participant, or in any director compensation policy of the Company.
The terms of any such assumption, continuation or substitution will be set by the Board. Notwithstanding the foregoing, in the event any outstanding Award held by a Participant will terminate if not exercised prior to the effective time of a Transaction, the Board may provide that the Participant may not exercise such Award but instead will receive a payment, in such form as may be determined by the Board, equal in value to the excess, if any, of A the value of the property the Participant would have.
For clarity, such payment may be zero if the value of such property is equal to or less than the exercise price. Executive Leadership. Andrew A. Interim Independent Chairman of the Board. David F. President, Chief Operating Officer. Ryan Spencer.