AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Exhibit
10.2
AMENDMENT
TO
AMENDED
AND RESTATED EMPLOYMENT AGREEMENT
This
Amendment (“Amendment”) dated as of May 27, 2010 is to that certain Amended and
Restated Employment Agreement (“Agreement”) dated as of July 20, 2009 between
Novavax, Inc. (“Company”) and Xxxxx Xxxxxxx (“Executive”).
The
Company and Executive hereby agree as follows:
Section
4(b) of the Agreement is deleted in its entirety and replaced with the following
new Section 4(b):
Bonus Program. The
Company agrees to pay the Executive a performance and incentive bonus in respect
of Executive’s employment with the Company each year, in an amount determined by
the Board of Directors (or any committee of the Board of Directors authorized to
make that determination) to be appropriate based upon Executive’s and the
Company’s achievement of certain specified goals (to be established within
thirty (30) days of the finalization of the Company’s corporate goals)
(“Executive Goals”). Executive’s target for such bonus shall be up to
100% of Executive’s base salary during the year to which the bonus relates based
on performance (where 60% of such target shall be directly tied to the
achievement of such Executive Goals and 40% of which shall be entirely at the
discretion of the Board of Directors), or any other percentage determined by the
Board of Directors. Such bonus shall be
payable no later than 45 days after the filing of the Company’s Annual Statement
on Form 10-K for the year for which the bonus applies. The bonus
shall be paid out partly in cash and partly in shares of restricted stock, in
the discretion of the Board of Directors.
In all
other respects the Agreement shall remain in full force and effect.
IN
WITNESS WHEREOF, the parties have executed or caused to be executed under seal
this Agreement as of the date first above written.
NOVAVAX,
INC.
[SEAL]
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By:
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/s/ Xxxxxxx X. Xxxx | |
Xxxxxxx X. Xxxx | |||
Executive Chairman, Board of Directors | |||
/s/ Xxxxx Xxxxxxx | |||
Xxxxx Xxxxxxx |
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