Exhibit 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment
Agreement (this “Agreement”) is dated as of
August 2, 1007, originally effective November 9, 2005,
between Novavax, Inc., a Delaware corporation having its principal
office at 9920 Belward Campus Drive, Rockville, MD 20850, and Rahul
Singhvi, an individual with a mailing address of 12500 Bridgeton
Drive, Potomac, MD 20854 (“Executive”). This agreement
is being amended and restated to provide for certain required
changes.
The Company and Executive hereby
agree as follows:
1. Employment. The
Company hereby employs Executive and Executive hereby accepts
employment as President and Chief Executive Officer upon the terms
and conditions hereinafter set forth. As used throughout this
Agreement, “Company” shall mean and include any and all
of its present and future subsidiaries and any and all subsidiaries
of a subsidiary. Executive warrants and represents that he is free
to enter into and perform this Agreement and is not subject to any
employment, confidentiality, non-competition or other agreement
which prohibits, restricts, or would be breached by either his
acceptance or his performance of this Agreement.
2. Duties. During the
Term (as hereinafter defined), Executive shall devote his full
business time to the performance of services as President and Chief
Executive Officer of Novavax, Inc., performing such services,
assuming such responsibilities and exercising such authority as are
set forth in the Bylaws of the Company for such offices and
assuming such other duties and responsibilities as prescribed by
the Board of Directors. During the Term, Executive’s services
shall be completely exclusive to the Company and he shall devote
his entire business time, attention and energies to the business of
the Company and the duties which the Company shall assign to him
from time to time. Executive agrees to perform his services
faithfully and to the best of his ability and to carry out the
policies and directives of the Company. Notwithstanding the
foregoing, it shall not be a violation of this Agreement for the
Executive to serve as a director of any company whose products do
not compete with those of the Company and to serve as a director,
trustee, officer, or consultant to a charitable or non-profit
entity; provided that such service does not adversely affect
Executive’s ability to perform his obligations hereunder.
Executive agrees to take no action which is in bad faith and
prejudicial to the interests of the Company during his employment
hereunder. Executive shall be based at the Company’s
headquarters, currently in Malvern Pennsylvania, and he also will
be required from time to time to perform duties hereunder for
reasonably short periods of time outside of said area.
3. Term. The term of
this Agreement shall be for the period beginning on August 10,
2005 and continuing until September 1, 2009, unless earlier
terminated pursuant to Section 7 hereof (the
“Term”) and shall be renewable on the terms set forth
herein upon agreement of the Company and Executive of the term of
such renewal and the initial base compensation applicable to the
renewal term. The parties acknowledge that the employment hereunder
is employment at will.
4. Compensation.
(a)
Base Compensation. For all Executive’s services
and covenants under this Agreement, the Company shall pay Executive
an annual salary, which is $350,00 per year as of this Amendment
and Restatement, and the Board of Directors will review and
consider for increase annually based on the Executive’s and
the Company’s performance. Executive’s salary and
benefits will be payable in accordance with the Company’s
payroll policy as constituted from, time to time. The Company may
withhold from any amounts payable under this Agreement all required
federal, state, city or other taxes and all other deductions as may
be required pursuant to any law or government regulation or
ruling.
(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, with a maximum bonus of 100%, or any other
percentage determined by the Board of Directors, of
Executive’s base salary during the year to which the bonus
relates. The bonus shall be paid out partly in cash and partly in
shares of restricted stock, in the discretion of the Board of
Directors. Such bonus shall be paid no later than two and one-half
months following the year for which the bonus applies.
(c)
Stock Awards. Executive will be eligible for
additional stock awards based upon performance subject to the
approval of the Board of Directors.
5. Reimbursable
Expenses. Executive shall be entitled to reimbursement for
reasonable expenses incurred by him in connection with the
performance of his duties hereunder in accordance with such
procedures and policies for executive officers as the Company has
heretofore or may hereafter establish.
6. Benefits.
(a) Executive shall be entitled to five weeks of paid vacation
time per year starting from January 1, 2006, calculated and
administered in accordance with Company policies for executive
officers in effect from time to time. The Executive shall be
entitled to all other benefits associated with normal full time
employment in accordance with Company policies.
(b) Executive
shall be entitled to participate in the Company’s Change of
Control Severance Benefit Plan adopted August 10, 2005.
7. Termination of
Employment.
(a) Notwithstanding
any other provision of this Agreement, Executive’s employment
may be terminated, without such action constituting a breach of
this Agreement:
(i) By
the Company, for “Cause,” as defined in Section 7(b)
below;
(ii) By
the Company, upon 30 days’ notice to Executive, if he
should be prevented by illness, accident or other disability
(mental or physical) from discharging his
2
duties
hereunder for one or more periods totaling three consecutive months
during any twelve-month period;
(iii) By
the Executive with “Good Reason”, as defined in Section
7(c) below, within 30 days of the occurrence or commencement
of such Good Reason; and
(iv) By
the event of Executive’s death during the Term.
(b)
“Cause” shall mean (i) Executive’s willful
failure or refusal to perform in all material respects the services
required of him hereby, (ii) Executive’s willful failure
or refusal to carry out any proper and material direction by the
Board of Directors with respect to the services to be rendered by
him hereunder or the manner of rendering such services,
(iii) Executive’s willful misconduct in the performance
of his duties hereunder, (iv) Executive’s commission of
an act of fraud, embezzlement or theft or a felony involving moral
turpitude, (v) Executive’s use or disclosure of
Confidential Information (as defined in Section 10 of this
Agreement), other than for the benefit of the Company in the course
of rendering services to the Company or (vi) Executive’s
engagement in any activity prohibited by Section 11 of this
Agreement. For purposes of this Section 7, the Company shall
be required to provide Executive a specific written warning with
regard to any occurrence of subsections (b)(i), (ii) and
(iii) above, which warning shall include a statement of
corrective actions and a 30 day period for the Executive to
respond to and implement such actions, prior to any termination of
employment by the Company pursuant to Section 7(a)(i)
above.
(c)
“Good Reason” shall mean the Company’s material
reduction or diminution of Executive’s responsibilities and
authority, other than for Cause, without his consent.
8. Separation Pay.
(a) Subject
to Executive’s execution and delivery to the Company of the
Company’s standard form of Separation and Release Agreement,
the Company shall pay Executive an amount equal to the Separation
Pay as defined in Section 8(b) below, upon the occurrence of the
applicable Separation Event, as defined in Section 8(c) below, but
in no case later than two and one-half months following the year in
which the Separation Event occurs. Separation Pay shall each be
payable in accordance with the Company’s payroll policy as
constituted from time to time, and shall be subject to withholding
of all applicable federal, state and local taxes and any oth
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