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Management Continuity and Severance Agreement
Management Continuity and Severance Agreement (19K)
Doc #302866: Click preview link for longer preview.
(DYNAVAX TECHNOLOGIES LOGO)
DYNAVAX TECHNOLOGIES CORPORATION
MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT
This Management Continuity and Severance Agreement (the "Agreement") is
dated as of 9/2, 2003 by and between Daniel Levitt, MD, PhD., Vice President
and Chief Medical Officer, Dynavax Technologies Corporation ("Employee") and
Dynavax Technologies Corporation., a California corporation (the "Company" or
"Dynavax").
RECITALS
A. It is expected that another company may from time to time
consider the possibility of acquiring the Company or that a change in control
may otherwise occur, with or without the approval of the Company's Board of
Directors. The Board of Directors recognizes that such consideration can be a
distraction to Employee and can cause Employee to consider alternative
employment opportunities. The Board of Directors has determined that it is in
the best interests of the Company to assure that the Company will have the
continued dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company.
B. The Company's Board of Directors believes it is in the best
interests of the Company to retain Employee and provide incentives to Employee
to continue in the service of the Company.
C. The Board of Directors further believes that it is imperative
to provide Employee with certain benefits upon a Change of Control and, under
certain circumstances, upon termination of Employee's employment in connection
with a Change of Control and independent of a Change of Control, which benefits
are intended to provide Employee with encouragement to Employee to remain with
the Company, notwithstanding the possibility of a Change of Control or an
employment termination.
D. To accomplish the foregoing objectives, the Board of Directors
has directed the Company, upon execution of this Agreement by Employee, to agree
to the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, and in consideration of the continuing employment
of Employee by the Company, the parties hereto agree as follows:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
this Agreement, and as may otherwise be available in accordance with the terms
of the Company's established employee plans and written policies at the time of
termination. The terms of this
{PAGE}
Agreement shall terminate upon the earlier of (i) the date on which Employee
ceases to be employed as an executive corporate officer of the Company, other
than as a result of an Involuntary Termination by the Company without Cause or
(ii) the date that all obligations of the parties hereunder have been satisfied.
A termination of the terms of this Agreement pursuant to the preceding sentence
shall be effective for all purposes, except that such termination shall not
affect the payment or provision of compensation or benefits on account of a
termination of employment occurring prior to the termination of the terms of
this Agreement. The rights and duties created by this Section 1 may not be
modified in any way except by a written agreement executed by an officer of the
Company upon direction from the Board of Directors.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. If Employee's employment is terminated
for Cause at any time, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment for all salary as of the
date of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(b) VOLUNTARY RESIGNATION. If Employee voluntarily resigns from
the Company (the Employee's employment does not end by reason of Involuntary
Termination), then Employee shall not be entitled to receive payment of any
severance benefits. Employee will receive payment for all salary as of the date
of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(c) INVOLUNTARY TERMINATION. If Employee's employment is
terminated for Involuntary Termination, then the Employee shall be entitled to:
302866
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Subscribers | 2003 |
Management Continuity and Severance Agreement
Management Continuity and Severance Agreement (19K)
Doc #302867: Click preview link for longer preview.
DYNAVAX TECHNOLOGIES CORPORATION
MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT
This Management Continuity and Severance Agreement (the "Agreement") is
dated as of August 1, 2003 by and between William J. Dawson, Vice President,
Finance & Operations, and Chief Financial Officer, Dynavax Technologies
Corporation ("Employee") and Dynavax Technologies Corporation., a California
corporation (the "Company" or "Dynavax").
RECITALS
A. It is expected that another company may from time to time consider the
possibility of acquiring the Company or that a change in control may otherwise
occur, with or without the approval of the Company's Board of Directors. The
Board of Directors recognizes that such consideration can be a distraction to
Employee and can cause Employee to consider alternative employment
opportunities. The Board of Directors has determined that it is in the best
interests of the Company to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company.
B. The Company's Board of Directors believes it is in the best interests
of the Company to retain Employee and provide incentives to Employee to continue
in the service of the Company.
C. The Board of Directors further believes that it is imperative to
provide Employee with certain benefits upon a Change of Control and, under
certain circumstances, upon termination of Employee's employment in connection
with a Change of Control and independent of a Change of Control, which benefits
are intended to provide Employee with encouragement to Employee to remain with
the Company, notwithstanding the possibility of a Change of Control or an
employment termination.
D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by Employee, to agree to
the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, and in consideration of the continuing employment
of Employee by the Company, the parties hereto agree as follows:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
{PAGE}
this Agreement, and as may otherwise be available in accordance with the terms
of the Company's established employee plans and written policies at the time of
termination. The terms of this Agreement shall terminate upon the earlier of (i)
the date on which Employee ceases to be employed as an executive corporate
officer of the Company, other than as a result of an Involuntary Termination by
the Company without Cause or (ii) the date that all obligations of the parties
hereunder have been satisfied. A termination of the terms of this Agreement
pursuant to the preceding sentence shall be effective for all purposes, except
that such termination shall not affect the payment or provision of compensation
or benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement. The rights and duties created by
this Section 1 may not be modified in any way except by a written agreement
executed by an officer of the Company upon direction from the Board of
Directors.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. If Employee's employment is terminated
for Cause at any time, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment for all salary as of the
date of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(b) VOLUNTARY RESIGNATION. If Employee voluntarily resigns from the
Company (the Employee's employment does not end by reason of Involuntary
Termination), then Employee shall not be entitled to receive payment of any
severance benefits. Employee will receive payment for all salary as of the date
of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(c) INVOLUNTARY TERMINATION. If Employee's employment is terminated
for Involuntary Termination, then the Employee shall be entitled to: (1) a lump
302867
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Management Continuity and Severance Agreement
Management Continuity and Severance Agreement (19K)
Doc #302868: Click preview link for longer preview.
DYNAVAX TECHNOLOGIES CORPORATION
MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT
This Management Continuity and Severance Agreement (the "Agreement") is dated as
of August 1, 2003 by and between Stephen Tuck, PhD, Vice President,
Biopharmaceutical Development, Dynavax Technologies Corporation ("Employee") and
Dynavax Technologies Corporation., a California corporation (the "Company" or
"Dynavax").
RECITALS
A. It is expected that another company may from time to time consider
the possibility of acquiring the Company or that a change in control may
otherwise occur, with or without the approval of the Company's Board of
Directors. The Board of Directors recognizes that such consideration can be a
distraction to Employee and can cause Employee to consider alternative
employment opportunities. The Board of Directors has determined that it is in
the best interests of the Company to assure that the Company will have the
continued dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company.
B. The Company's Board of Directors believes it is in the best
interests of the Company to retain Employee and provide incentives to Employee
to continue in the service of the Company.
C. The Board of Directors further believes that it is imperative to
provide Employee with certain benefits upon a Change of Control and, under
certain circumstances, upon termination of Employee's employment in connection
with a Change of Control and independent of a Change of Control, which benefits
are intended to provide Employee with encouragement to Employee to remain with
the Company, notwithstanding the possibility of a Change of Control or an
employment termination.
D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by Employee, to agree to
the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, and in consideration of the continuing employment
of Employee by the Company, the parties hereto agree as follows:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
this Agreement, and as may otherwise be available in accordance with the terms
of the Company's established employee plans and written policies at the time of
termination. The
{PAGE}
terms of this Agreement shall terminate upon the earlier of (i) the date on
which Employee ceases to be employed as an executive corporate officer of the
Company, other than as a result of an Involuntary Termination by the Company
without Cause or (ii) the date that all obligations of the parties hereunder
have been satisfied. A termination of the terms of this Agreement pursuant to
the preceding sentence shall be effective for all purposes, except that such
termination shall not affect the payment or provision of compensation or
benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement. The rights and duties created by
this Section 1 may not be modified in any way except by a written agreement
executed by an officer of the Company upon direction from the Board of
Directors.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. If Employee's employment is terminated
for Cause at any time, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment for all salary as of the
date of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(b) VOLUNTARY RESIGNATION. If Employee voluntarily resigns from
the Company (the Employee's employment does not end by reason of Involuntary
Termination), then Employee shall not be entitled to receive payment of any
severance benefits. Employee will receive payment for all salary as of the date
of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(c) INVOLUNTARY TERMINATION. If Employee's employment is
terminated for Involuntary Termination, then the Employee shall be entitled to:
302868
| | |
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Subscribers | 2003 |
Management Continuity and Severance Agreement
Management Continuity and Severance Agreement (19K)
Doc #302869: Click preview link for longer preview.
DYNAVAX TECHNOLOGIES CORPORATION
MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT
This Management Continuity and Severance Agreement (the "Agreement") is dated as
of August 1, 2003 by and between Robert Lee Coffman, PhD, Vice President and
Chief Scientific Officer, Dynavax Technologies Corporation ("Employee") and
Dynavax Technologies Corporation., a California corporation (the "Company" or
"Dynavax").
RECITALS
A. It is expected that another company may from time to time consider
the possibility of acquiring the Company or that a change in control may
otherwise occur, with or without the approval of the Company's Board of
Directors. The Board of Directors recognizes that such consideration can be a
distraction to Employee and can cause Employee to consider alternative
employment opportunities. The Board of Directors has determined that it is in
the best interests of the Company to assure that the Company will have the
continued dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company.
B. The Company's Board of Directors believes it is in the best
interests of the Company to retain Employee and provide incentives to Employee
to continue in the service of the Company.
C. The Board of Directors further believes that it is imperative to
provide Employee with certain benefits upon a Change of Control and, under
certain circumstances, upon termination of Employee's employment in connection
with a Change of Control and independent of a Change of Control, which benefits
are intended to provide Employee with encouragement to Employee to remain with
the Company, notwithstanding the possibility of a Change of Control or an
employment termination.
D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by Employee, to agree to
the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, and in consideration of the continuing employment
of Employee by the Company, the parties hereto agree as follows:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
this Agreement, and as may otherwise be available in accordance with the terms
of the Company's established employee plans and written policies at the time of
termination. The
{PAGE}
terms of this Agreement shall terminate upon the earlier of (i) the date on
which Employee ceases to be employed as an executive corporate officer of the
Company, other than as a result of an Involuntary Termination by the Company
without Cause or (ii) the date that all obligations of the parties hereunder
have been satisfied. A termination of the terms of this Agreement pursuant to
the preceding sentence shall be effective for all purposes, except that such
termination shall not affect the payment or provision of compensation or
benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement. The rights and duties created by
this Section 1 may not be modified in any way except by a written agreement
executed by an officer of the Company upon direction from the Board of
Directors.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. If Employee's employment is terminated
for Cause at any time, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment for all salary as of the
date of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(b) VOLUNTARY RESIGNATION. If Employee voluntarily resigns from
the Company (the Employee's employment does not end by reason of Involuntary
Termination), then Employee shall not be entitled to receive payment of any
severance benefits. Employee will receive payment for all salary as of the date
of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(c) INVOLUNTARY TERMINATION. If Employee's employment is
terminated for Involuntary Termination, then the Employee shall be entitled to:
302869
| | |
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Subscribers | 2003 |
Management Continuity and Severance Agreement
Management Continuity and Severance Agreement (19K)
Doc #302870: Click preview link for longer preview.
DYNAVAX TECHNOLOGIES CORPORATION
MANAGEMENT CONTINUITY AND SEVERANCE AGREEMENT
This Management Continuity and Severance Agreement (the "Agreement") is dated as
of August 1, 2003 by and between Gary Van Nest, PhD, Vice President,
Biopharmaceutical Development, Dynavax Technologies Corporation ("Employee") and
Dynavax Technologies Corporation., a California corporation (the "Company" or
"Dynavax").
RECITALS
A. It is expected that another company may from time to time consider
the possibility of acquiring the Company or that a change in control may
otherwise occur, with or without the approval of the Company's Board of
Directors. The Board of Directors recognizes that such consideration can be a
distraction to Employee and can cause Employee to consider alternative
employment opportunities. The Board of Directors has determined that it is in
the best interests of the Company to assure that the Company will have the
continued dedication and objectivity of the Employee, notwithstanding the
possibility, threat or occurrence of a Change of Control (as defined below) of
the Company.
B. The Company's Board of Directors believes it is in the best
interests of the Company to retain Employee and provide incentives to Employee
to continue in the service of the Company.
C. The Board of Directors further believes that it is imperative to
provide Employee with certain benefits upon a Change of Control and, under
certain circumstances, upon termination of Employee's employment in connection
with a Change of Control and independent of a Change of Control, which benefits
are intended to provide Employee with encouragement to Employee to remain with
the Company, notwithstanding the possibility of a Change of Control or an
employment termination.
D. To accomplish the foregoing objectives, the Board of Directors has
directed the Company, upon execution of this Agreement by Employee, to agree to
the terms provided in this Agreement.
Now therefore, in consideration of the mutual promises, covenants and
agreements contained herein, and in consideration of the continuing employment
of Employee by the Company, the parties hereto agree as follows:
1. AT-WILL EMPLOYMENT. The Company and Employee acknowledge that
Employee's employment is and shall continue to be at-will, as defined under
applicable law, and that Employee's employment with the Company may be
terminated by either party at any time for any or no reason. If Employee's
employment terminates for any reason, Employee shall not be entitled to any
payments, benefits, damages, award or compensation other than as provided in
this Agreement, and as may otherwise be available in accordance with the terms
of the Company's established employee plans and written policies at the time of
termination. The
{PAGE}
terms of this Agreement shall terminate upon the earlier of (i) the date on
which Employee ceases to be employed as an executive corporate officer of the
Company, other than as a result of an Involuntary Termination by the Company
without Cause or (ii) the date that all obligations of the parties hereunder
have been satisfied. A termination of the terms of this Agreement pursuant to
the preceding sentence shall be effective for all purposes, except that such
termination shall not affect the payment or provision of compensation or
benefits on account of a termination of employment occurring prior to the
termination of the terms of this Agreement. The rights and duties created by
this Section 1 may not be modified in any way except by a written agreement
executed by an officer of the Company upon direction from the Board of
Directors.
2. BENEFITS UPON TERMINATION OF EMPLOYMENT.
(a) TERMINATION FOR CAUSE. If Employee's employment is terminated
for Cause at any time, then Employee shall not be entitled to receive payment of
any severance benefits. Employee will receive payment for all salary as of the
date of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(b) VOLUNTARY RESIGNATION. If Employee voluntarily resigns from
the Company (the Employee's employment does not end by reason of Involuntary
Termination), then Employee shall not be entitled to receive payment of any
severance benefits. Employee will receive payment for all salary as of the date
of Employee's termination of employment and Employee's benefits will be
continued under the Company's then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of termination and
in accordance with applicable law.
(c) INVOLUNTARY TERMINATION. If Employee's employment is
terminated for Involuntary Termination, then the Employee shall be entitled to:
302870
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