DVAX Dynavax Technologies Corp

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

On February 22, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Dynavax Technologies Corporation (the “Company”), approved 2017 retention and annual equity awards for the Company’s named executive officers (“executive officers”), which are detailed below. In addition, the Compensation Committee determined that the executive officers would receive no 2017 salary increase and no bonus awards for 2016.

The Initial Retention Grants were made pursuant to the Company’s Amended and Restated 2011 Equity Incentive Plan and related grant documentation (collectively, the “2011 Plan”), previously filed with the Securities and Exchange Commission. Subject to each individual’s continuous service, 50% of the RSUs subject to each Initial Retention Grant will vest on February 22, 2018 and the remainder will vest on February 22, 2019.

Additionally, subject to stockholder approval of an amendment of the 2011 Plan to increase the authorized shares available thereunder, the Compensation Committee approved for grant as of June 1, 2017 the remainder of the retention grants consisting of the number of RSUs for each individual as set forth in the table above or, at the election of the individual, stock options in the amount of 1.35 times the number of RSUs set forth in the table. If an individual does not make an election, the grant will be delivered as a RSU (the “Contingent Retention Grants”). Subject to each individual’s continuous service, 50% of the RSUs subject to each Contingent Retention Grant will vest on June 1, 2018 and the remainder will vest on June 1, 2019.

The Annual Grants were made pursuant to the Company’s 2011 Plan. Subject to each individual’s continuous service, one-third of the RSUs subject to each Annual Grant will vest on February 22, 2018, one third will vest on February 22, 2019 and the remainder will vest on February 22, 2020.

Additionally, subject to the determination by the Compensation Committee of the grant date and performance criteria for the respective executive officers, the Compensation Committee approved the following performance-based awards consisting of RSUs for the Company’s executive officers (the “Annual Performance Grants”):

The foregoing description of the Initial Retention Grants, Contingent Retention Grants, Annual Grants and Annual Performance Grants are qualified in their entirety by reference to the terms of the 2011 Plan, as may be amended from time to time, and each executive’s grant documentation.