exv10w2



 





Exhibit 10.2




Summary of 2007 Management Incentive Compensation Plan




Overview and Purpose




     The
2007 Management Incentive Compensation Plan (the “2007 Bonus
Plan”) was adopted by the Compensation Committee
(the “Compensation Committee”) of the Board of
Directors (the “Board”) of Genitope Corporation (the “Company”) on April 6, 2007 and is designed
to offer incentive compensation to officers and senior directors, director and manager-level
employees of the Company by rewarding achievement of specifically measured corporate goals
and individual goals that are consistent with and support overall corporate goals.



Administration




     The 2007 Bonus Plan will be administered by the Compensation Committee and the Chief Executive
Officer. The Compensation Committee will be responsible for approving, or recommending to the Board
for approval, any incentive awards to executive officers
of the Company,
including any incentive awards to the Chief Executive Officer.



Eligibility




     Each
officer and senior director, director and manager-level employee of
the Company is eligible to participate in the 2007 Bonus Plan.



Corporate and Individual Performance




     The Board has approved a list of overall corporate
objectives for 2007, which include the achievement of performance targets with respect to the
Company’s clinical affairs, regulatory objectives, financial metrics, research and development,
human resources and manufacturing and facility-related objectives. Each participant is also subject
to a list of key individual performance objectives. The 2007 Bonus Plan provides for the payment of
cash bonuses to participants if individual and corporate performance criteria are achieved during
fiscal 2007.



Target Cash Bonus Amount




     The 2007 Bonus Plan provides a target cash bonus amount for each officer, senior director,
director and manager-level employee of the Company, expressed as a percentage of his or
her base salary for each participant. Target cash bonus amounts for 2007 are as follows:



	 	 	 	 	 
	Officer	 	2007 Target Cash Bonus Amount (% of base salary)
	Dan W. Denney, Jr.
	 	 	55	%
	Michael Buckley
	 	 	30	%
	Tom DeZao
	 	 	40	%
	Claude Miller
	 	 	30	%
	Dave Miller
	 	 	30	%
	Mary Ellen Rybak
	 	 	35	%
	Thomas Theriault
	 	 	35	%
	John Vuko
	 	 	40	%
	Laura Woodhead
	 	 	30	%
	Senior Directors
	 	 	20	%
	Directors
	 	 	15	%
	Managers
	 	 	10	%






 









 





Weighting




     The bonus is calculated based on corporate and individual weightings that are independent of
each other. Following are the weightings by level:



	 	 	 	 	 
	 	 	Corporate Goals	 	Individual Goals
	Chief
Executive Officer
	 	80%	 	20%
	Vice President
	 	80%	 	20%
	Director
	 	50%	 	50%
	Manager
	 	50%	 	50%






Performance Measurement




     The 2007 Bonus Plan provides for the following scale to be used to determine the actual award
multiplier for bonus calculations based upon measurement of corporate and individual performance
versus objectives. Separate payment multipliers will be established for both the individual and the
corporate components of each award.



	 	 	 	 	 
	Performance	 	 	 	Award
	Category	 	 	 	Multiplier
	Target:
	 	Performance achieved the objective.	 	100%
	Threshold:
	 	Performance met minimum threshold of the objective.	 	  50%
	Exceeds:
	 	Performance exceeded the objective.	 	150%