2004 Non-employee Director Option Program (Revised)



 Exhibit 10.66 
 DYNAVAX TECHNOLOGIES CORPORATION 
 AMENDED AND RESTATED 2004 NON-EMPLOYEE
DIRECTOR OPTION PROGRAM 
 AND 
 AMENDED AND RESTATED 2005 NON-EMPLOYEE DIRECTOR CASH COMPENSATION PROGRAM 

EFFECTIVE APRIL 14, 2005 
 AMENDED APRIL 6, 2011 
 (REVISION VERSION 4.0) 

ARTICLE I 

ESTABLISHMENT AND PURPOSE OF THE PROGRAM 
  

	1.1	Establishment of Program 

 The Dynavax
Technologies Corporation 2004 Non-Employee Director Option Program, as revised herein, including the Non-Employee Director Cash Compensation Program (collectively, the “Director Program”) is adopted pursuant to the Dynavax Technologies
Corporation 2011 Equity Incentive Plan (the “2011 Plan”), in addition to the terms and conditions set forth below, is subject to the provisions of the Plan. 
  

	1.2	Purpose of Program 

 The purpose of the
Director Program is to enhance the ability of the Company to attract and retain directors who are not Employees (“Non-Employee Directors”) through an Option and Cash Compensation program. 

 

	1.3	Effective Date of the Program 

 The
Director Program is effective as of the Registration Date, and as revised on April 6, 2011. 
 ARTICLE II 

DEFINITIONS 
 Capitalized
terms in this Director Program, unless otherwise defined herein, have the meaning given to them in the Plan. 
 ARTICLE III

 OPTION TERMS 
  

	3.1	Date of Grant and Number of Shares 


Effective April 14, 2005, a Non-Qualified Stock Option to purchase 20,000 shares of Common Stock shall be granted (the “Initial Grant”) to
each Non-Employee Director and 30,000 shares shall be granted to the Non-Employee Chairman of the Board (the “Initial Grant”), and such Initial Grant to be made to Non-Employee Directors elected or appointed to the Board upon the date each
such Non-Employee Director first becomes a Non-Employee Director. 
 Effective April 14, 2005, each Non-Employee Director currently on the
Company’s Board who did not receive an initial grant upon election or appointment to the board, shall receive an Initial Grant as described above. 

  
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 Also effective on April 14, 2005, each Non-Employee Director currently on the Company’s Board, and
who received an initial grant to purchase less than 20,000 shares of Common Stock upon election or appointment to the board, shall receive a grant for the difference so that said board member’s initial grant equals 20,000 shares. 

In addition, immediately following each annual meeting of the Company’s stockholders, commencing with the annual meeting of the Company’s
stockholders in 2004, each Non-Employee Director who continues as a Non-Employee Director following such annual meeting shall be granted a Non-Qualified Stock Option to purchase 10,000 shares of Common Stock (a “Subsequent Grant”). Based
on the Non-Employee Director’s election date, the first subsequent grant shall be pro-rated as follows: 
  

			
	 Service Period from Election Date
	  	 Option Grant Schedule

	 More than 10 up to 12 months
	  	100% of grant (10,000 shares)
	 More than 7 months, but less than 10
	  	75% of grant (7,500 shares)
	 More than 4 months, but less than 7
	  	50% of grant (5,000 shares)
	 More than 1 month, but less than 4
	  	25% of grant (2,500 shares)

 Each such Subsequent Grant shall be made on the date of the annual stockholders’ meeting in question. 

 

	3.2	Vesting 

 Each Initial Grant of Common
Stock subject to the Option under the Director Program shall vest twenty-five percent (25%) twelve (12) months after the grant date and an additional twenty-five percent (25%) of the shares of Common Stock subject to the Option shall
vest on each yearly anniversary of the grant date thereafter, such that the Option will be fully exercisable four (4) years after its date of grant. 
 Each Subsequent Grant under the Director Program will vest and become exercisable as to all of the shares of Common Stock subject to the Option twelve (12) months after the grant date. 

 

	3.3	Exercise Price 

 The exercise price per
share of Common Stock of each Initial Grant and Subsequent Grant shall be one hundred percent (100%) of the Fair Market Value per share on the date of grant. 
  

	3.4	Corporate Transaction/Change in Control 


Each Option under the Director Program shall be subject to the provisions of Section 9 of the 2011 Plan relating to the exercise or termination of
the Option in the event of a Corporate Transaction or a Change in Control. 
  

	3.5	Other Terms 

 The Administrator (the
“Dynavax Board of Directors”) of the Plan shall determine the remaining terms and conditions of the Options awarded under the Program. 
 ARTICLE IV 
 CASH COMPENSATION TERMS 

 

	4.1	Annual Fees 

 Each Non-Employee Director
currently on the Company’s board, or elected in 2005 and thereafter, shall receive an annual retainer fee of $30,000. The Chairman of the Board shall receive an annual retainer fee of $50,000. Such annual retainer fees will be paid in quarterly
installments at the end of each fiscal quarter where such person is an active director of the board (“active director” requires attendance at 75% of the annually scheduled board meetings) and is inclusive of 5 scheduled board meetings. In
the event there are more than 5 board meetings in the calendar year, each director attending the meeting in person will receive a fee of $2,000 per meeting or $500 per meeting if attending by telephone. 

  
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	4.2	[Intentionally Removed] 

  

	4.3	Committee Meeting Fees 

 The Chairman of
the Audit Committee shall receive an annual retainer of $15,000. Each member of the audit committee shall receive a fee of $1,500 for each Audit Committee meeting attended in person or $500 for each Audit Committee meeting attended by telephone.

 The Chairman of the Compensation Committee shall receive an annual retainer of $6,000. Each member of the compensation committee shall
receive a fee of $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by telephone. 
 The Chairman
of the Nominating and Governance Committee shall receive an annual retainer of $3,000. Each member of the nominating committee shall receive a fee of $1,000 for each committee meeting attended in person or $500 for each committee meeting attended by
telephone. 
 Such annual retainer fees for chairman of a committee will be paid quarterly at the end of each fiscal quarter where such person
is an active Chairman of the Committee and an Active Director. Such committee fees will be paid quarterly at the end of each fiscal quarter where such person is an Active Director. 

 

	4.4	Travel and Related Costs 

 Reasonable
travel and related costs associated with attending Board and committee meetings shall be reimbursed. The Board member needs to submit proper documentation for reimbursement. 

  
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