Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) May 25, 2010
NOVAVAX,
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-26770
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22-2816046
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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9920
Belward Campus Drive
Rockville,
Maryland
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20850
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(240)
268-2000
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(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant
under
any of the following provisions (see General Instruction A.2.
below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
25, 2010, Novavax, Inc. (the
“Company”) entered into an Employment Agreement with Stanley Erck, who was appointed
Executive Chairman on February 15, 2010. Under the Employment
Agreement, the Company will pay Mr. Erck a salary of $300,000 per year and has
granted Mr. Erck stock options to purchase 300,000 shares of the Company’s
common stock at an exercise price of $2.40 (the closing price of the
Company’s common stock on the trading day immediately preceding Mr. Erck’s
appointment as Executive Chairman), half of which will vest on February
15, 2011 and half of which will vest based on the achievement of certain
performance measures related to corporate objectives determined by the Board of
Directors. Under the Company’s incentive bonus plan, Mr. Erck is eligible
to receive a target performance bonus of up to 100% of his base salary based on
performance (where 60% of such target will be directly tied to the achievement
of certain goals and 40% of which shall be at the discretion of the Board of
Directors). The bonus may be paid out partly in cash and partly in
shares of restricted stock at the discretion of the Board of
Directors. Mr. Erck is also eligible for additional stock awards
based upon performance, subject to the approval of the Board of
Directors. In addition, Mr. Erck is entitled to participate in the
Company’s benefits and insurance programs, including its Change of Control
Severance Benefit Plan, and is entitled to four weeks of paid
vacation. The term of the Employment Agreement ends on February 11,
2011.
The
Employment Agreement also includes confidentiality, intellectual property
assignment, and non-competition provisions. Mr. Erck agreed not to compete with
the Company for a period of twelve months following termination of his
employment. If Mr. Erck is terminated without cause or if Mr. Erck terminates
his employment for good reason, he is entitled to a lump sum payment equal to
twelve months of his then effective salary, and twelve months of medical
benefits.
A copy of the Employment
Agreement is attached to this report as Exhibit 10.1 and is incorporated herein
by reference. The foregoing summary of the agreement is qualified in
its entirety by reference to that agreement.
On May
27, 2010, the Company
entered into an Amendment to the Amended and Restated Employment
Agreement dated July 20, 2009 with Rahul Singhvi, the Company’s current Chief
Executive Officer and President. Under the Amendment, the
Company has agreed that Dr. Singhvi’s target for his incentive bonus will be
up to 100% of his base salary during the year to which the bonus relates
based on performance (where 60% of such target will be directly tied to the
achievement of certain goals and 40% of which shall be at the discretion of the
Board of Directors). In all other respects, Dr. Singhvi’s Amended and
Restated Employment Agreement (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed July 22, 2009) remains the
same.
A copy of the Amendment is
attached to this report as Exhibit 10.2 and is incorporated herein by
reference. The foregoing summary of the agreement is qualified in its
entirety by reference to that agreement.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
Exhibits
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10.1
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Employment Agreement between
Novavax, Inc. and Stanley C. Erck dated February 15,
2010.
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10.2
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Amendment
to the Amended and Restated Employment Agreement between Novavax, Inc. and
Rahul Singhvi dated May 27, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized
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Novavax, Inc.
(Registrant)
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June 1,
2010
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By:
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/s/ John A. Herrmann
III
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Name:
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John A. Herrmann
III
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Title:
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Executive Director, Legal Affairs
and Corporate Secretary
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