NOVAVAX, INC. AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE BENEFIT PLAN

Exhibit 10.1

NOVAVAX, INC.

AMENDED AND RESTATED

CHANGE IN CONTROL SEVERANCE BENEFIT PLAN

Section 1. Introduction.

     The Novavax, Inc. Change in Control Severance Benefit Plan (“Plan”) was originally approved by the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”) and became effective on August 10, 2005, and was subsequently amended and restated on July 26, 2006. On December 22, 2008, the Board approved an amendment and restatement of the Plan as set forth herein, effective January 1, 2008 (“Effective Date”). The purpose of the Plan is to provide severance benefits to certain eligible employees of the Company in the event of their termination of employment in connection with a Change in Control (as defined herein). This Plan document also is the Summary Plan Description for the Plan. The amendment and restatement of the Plan is designed to ensure that the severance benefits payable under the plan are exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”).

     Certain capitalized terms used in the Plan are defined in Section 6.

Section 2. Eligibility For Benefits.

      (a) General Rules.

           (i) Subject to the requirements set forth in this Section 2, the Company shall grant benefits under the Plan to Eligible Employees. “Eligible Employees” include those employees of the Company who are approved by the Board in its sole and absolute discretion and designated as participants in this Plan. Employees who have been selected to participate by the Board shall be listed on Exhibit A to this Plan. At any time the Board may select additional employees to participate in the Plan, but no employee or other service provider of the Company who has not been specifically approved by the Board shall be eligible for benefits hereunder.

           (ii) An Eligible Employee shall be eligible for benefits under this Plan if the Eligible Employee’s employment with the Company terminates due to an Involuntary Termination without Cause for a reason other than the Eligible Employee’s death or Disability, or as a result of a Constructive Termination, which in either case occurs: (x) during the period not to exceed twenty-four (24) months after the effective date of a Change in Control (where the number of months for a particular Eligible Employee is equal to the period for which he or she is receiving severance as specified on Exhibit A), or (y) before the effective date of a Change in Control, but after the first date on which the Board and/or senior management of the Company has entered into formal negotiations with a potential acquirer that results in the consummation of a Change in Control (provided, however, that in no event shall a termination of employment occurring more than one (1) year before the effective date of a Change in Control be covered by this Plan).

      (b) Other Requirements.

           (i) In order to be eligible to receive benefits under the Plan, an Eligible Employee must execute a general waiver and release of all legal claims against the Company and its Affiliates and their representatives on a form satisfactory to the Company.

           (ii) Any Change in Control that triggers the payment of benefits under this Plan must occur during the term of this Plan as specified in Section 5(b).

      (c) Exceptions. Notwithstanding the foregoing:

           (i) An Eligible Employee who is eligible for Change in Control severance benefits under any individually negotiated employment contract or agreement between the Eligible Employee and the Company shall be deemed to have elected to receive severance benefits under this Plan and shall not be eligible for any severance benefits under such other employment contract or agreement (unless expressly provided otherwise by the Board in a manner that does not violate the requirements of Section 409A of the Code).

           (ii) An Eligible Employee whose employment is terminated by the Company for Cause at any time, who terminates employment voluntarily for a reason other than a Constructive Termination (including termination of employment because of the Eligible Employee’s death or Disability), whose employment terminates for any reason, whether initiated by the Eligible Employee or the Company, more than twenty-four (24) months after the effective date of the Change in Control (or, if less, the number of months designated by the Board on Exhibit A for which the Eligible Employee is entitled to severance), or before the beginning of formal negotiations with a potential acquirer of the Company’s business or more than one year before the effective date of Change in Control (even if formal negotiations with a potential acquirer have begun), shall not be eligible to receive Change in Control severance benefits under this Plan (and the Eligible Employee’s participation in this Plan shall terminate at that time).

Section 3. Amount and Type Of Benefits; Limitations and Exceptions.

     Benefits payable under the Plan are as follows and are subject to the following limitations and exceptions:

      (a)  The Company, in its sole discretion, may grant to an Eligible Employee, and his or her dependents and beneficiaries (if applicable) any of the following benefits or combination thereof:

           (i) In a single payment, any amount up to (A) twenty-four (24) months of such Eligible Employee's Pay, if such Eligible Employee is the Chief Executive Officer of the Company, (B) twelve (12) months of such Eligible Employee's Pay, if such Eligible Employee is a Vice President or other executive officer, (C) six (6) months of such Eligible Employee's Pay, if such Eligible Employee is any Eligible Employee that is not the Chief Executive Officer, a Vice President or executive Officer, and (D) one hundred percent (100%) of such Eligible Employee's target Bonus Amount; provided that amounts paid under A, B and C shall not be additive but shall be alternative;

           (ii) Up to twenty-four (24) months of any medical, dental, vision and hospitalization insurance benefits, beginning immediately following the Termination Date, to the extent an Eligible Employee elects coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and remains eligible for such COBRA coverage; such benefits to be provided on terms and conditions no less favorable to the Eligible Employee than those in effect immediately prior to the Termination Date;

           (iii) A period of up to one (1) year, or the remaining time of the term of grant, if shorter, after his or her Termination Date during which to exercise otherwise vested exercisable, and unexpired stock options.

      (b)  Such benefits shall be set forth in the applicable Benefit Schedule in substantially the form attached as Exhibit A.

      (c)  All fringe benefits not otherwise covered by this Plan and the attached Benefits Schedule (such as, but not limited to, pension/retirement, life insurance, disability coverage and other welfare benefits) shall terminate as of the employee’s Termination Date (except to the extent that the specific plans or programs provide for extended coverage or if any conversion privilege is available thereunder).

      (d) Parachute Payments.

           (i) Notwithstanding the above, if any payment or benefit that an Eligible Employee would receive under this Plan, when combined with any other payment or benefit he or she receives that is contingent upon a Change in Control (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payment shall be either (x) the full amount of such Payment or (y) such lesser amount (with Payments being reduced in the order and priority established by the Board) as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax results in the Eligible Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. The Eligible Employee shall be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Plan, and Participant will not be reimbursed by the Company for any such payments.

           (ii) The Company shall attempt to cause its accountants to make all of the determinations required to be made under Section 3(d)(i), or, in the event the Company’s accountants will not perform such service, the Company may select another professional services firm to perform the calculations. The Company shall request that the accountants or firm provide detailed supporting calculations both to the Company and Eligible Employee prior to the Change in Control if administratively feasible or subsequent to the Change in Control if events occur that result in parachute payments to the Eligible Employee at that time. For purposes of making the calculations required by Section 3(d), the accountants or firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith determinations concerning the application of the Code. The Company and Eligible Employee shall furnish to the accountants or firm such information and documents as the accountants or firm may reasonably request in order to make a determination under this Section 3(d). The Company shall bear all costs the accountants or firm may reasonably incur in connection with any calculations contemplated by Section 3(d). Any such determination by the Company’s accountants or other firm shall be binding upon the Company and Eligible Employee, and the Company shall have no liability to Eligible Employees for the determinations of its accountants or other firm.

      (e)  Any provisions contained in the Company’s stock option or equity plans, or contained in an Eligible Employee’s individual stock option agreement with the Company, regarding the accelerated vesting or exercisability of stock options or awards upon a Change in Control shall continue to apply and may be supplemented by, but shall not be superseded by, the terms of this Plan.

Section 4. Time Of Payment And Form Of Benefit; Indebtedness.

      (a)  Cash benefits under this Plan as described in the attached Benefit Schedule, less applicable tax withholdings, shall be paid to an Eligible Employee in a lump sum. The Company reserves the right to determine the timing of such payments, provided, however, that all payments under this Plan shall be completed within sixty (60) days after an Eligible Employee’s Termination Date or, in the case where an Eligible Employee’s Termination Date precedes a Change in Control, sixty (60) days after the effective date of the Change in Control (subject to the provisions requiring later payment set forth in Section 4(c) below). Notwithstanding the above, no payment shall be made under this Plan prior to the last day of any waiting period or revocation period as required by applicable law in order for the general waiver and release of legal claims required by Section 2(b)(i) of this Plan to be effective; provided, however, that in any event such payment is made no later than two and one-half (2-1/2) months following the calendar year in which the later of the Termination Date or effective date of the Change in Control occurs.

      (b)  If an Eligible Employee is indebted to the Company at his or her payment date, the Company reserves the right to offset any payments under the Plan by the amount of such indebtedness.

Section 5. Right To Interpret Plan; Amend And Terminate; Binding Nature Of Plan.

      (a) Exclusive Discretion. The Plan Administrator (defined below) shall have the exclusive discretion and authority to establish rules, forms, and procedures for the administration of the Plan, and to construe and interpret the Plan and to decide any and all questions of fact, interpretation, definition, computation or administration arising in connection with the operation of the Plan, including, but not limited to, the eligibility to participate in the Plan and the amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.

      (b) Term Of Plan; Amendment Or Termination.

           (i) The Board reserves the right to amend or modify the terms of the Plan or the benefits provided hereunder at any time, provided, however, that any such amendment or modification that diminishes or otherwise adversely affects the rights or benefits of an Eligible Employee under the Plan shall only become effective upon the written consent of any such affected Eligible Employee. The Board may terminate the Plan at any time with the written consent of the Eligible Employees, or may terminate a particular Eligible Employee’s participation in the Plan or entitlement to benefits with the written consent of such Eligible Employee. Notwithstanding the above, the Plan may be terminated by the Board in its discretion, without the consent of any Eligible Employee, at any time after the date that is twelve (12) months after a Change in Control event (or twenty-four months in the case of the Chief Executive Officer), provided that all unpaid severance benefits related to such Change in Control

have been paid to Eligible Employees whose Termination Date occurred prior to the termination of the Plan.

           (ii) Eligible Employees shall have the right to be promptly notified that any action amending or terminating the Plan has been taken.

      (c) Binding Effect On Successor To Company. This Plan shall be binding upon any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, or upon any successor to the Company as the result of a Change in Control, and any such successor or assignee shall be required to perform the Company’s obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment or Change in Control had taken place. In such event, the term “Company,” as used in the Plan, shall mean the Company as hereinafter defined and any successor or assignee as described above which by reason hereof becomes bound by the terms and provisions of this Plan, and the term “Board” shall refer to the Board of Directors of any such surviving or continuing entity.

Section 6. Definitions.

     Capitalized terms used in this Plan, unless defined elsewhere in this Plan, shall have the following meanings:

      (a) Accrued Compensation means an amount which includes all amounts earned or accrued through the Termination Date but not paid as of the Termination Date, including (i) Pay, (ii) reimbursement for reasonable and necessary expenses incurred by the Eligible Employee on behalf of the Company during the period ending on the Termination Date, (iii) unused vacation pay, and (iv) any earned and accrued bonuses and incentive compensation as of the Termination Date (but not including any pro rata portion of the Bonus Amount).

      (b) Affiliate means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms as defined in Sections 424(e) and (f), respectively, of the Code.

      (c) Bonus Amount means one hundred percent (100%) of the target annual performance bonus amount that an Eligible Employee is eligible to receive for the period that includes the Termination Date. If an Eligible Employee’s bonus is calculated on a monthly or quarterly basis, the maximum bonus award for these purposes shall be the amount determined by annualizing the maximum monthly or quarterly payment.

      (d) Cause means (i) conviction of, a guilty plea with respect to, or a plea of nolo contendere to a charge that the Eligible Employee has committed a felony under the laws of the United States or of any state or a crime involving moral turpitude, including, but not limited to, fraud, theft, embezzlement or any crime that results in or is intended to result in personal enrichment at the expense of the Company; (ii) material breach of any agreement entered into between the Eligible Employee and the Company that impairs the Company’s interest therein; (iii) willful misconduct, significant failure to perform the Eligible Employee’s duties, or gross neglect by the Eligible Employee of the Eligible Employee’s duties; or (iv) engagement in any ac