NOVAVAX, INC. (NVAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Form of Incentive Stock Option Agreement

The Compensation Committee of the Board of Directors (the
Committee) of Novavax, Inc. (the Company) approved a form of
incentive stock option agreement (the Form Incentive Stock Option
Agreement), which may be used for awards made under the Companys
2015 Stock Incentive Plan, as amended (the Plan). The Form
Incentive Stock Option Agreement provides for the grant of
options to purchase shares of the Companys common stock, subject
to the performance- and time-based vesting conditions to be set
forth in the applicable agreement (the Performance Options).

The description above is qualified in its entirety by reference
to the Form Incentive Stock Option Agreement, which is attached
hereto as Exhibit 10.1 and incorporated into this Item 5.02 by
reference.

Retention Plan

In connection with the approval of the Companys previously
announced operational restructuring plan (the Restructuring
Plan), to which the Company, among other things, initiated an
immediate workforce reduction of approximately 30%, the Committee
approved a retention plan which includes, with respect to the
Companys named executive officers and certain other executives
(each, an Option Recipient), (1) grants of Performance Options
(which are tied to meaningful stock price appreciation from
current prices) and options to purchase common stock (the Stock
Options, and together with the Performance Options, the Options)
on November 14, 2016, which represents the acceleration of option
grants that would otherwise be made in March 2017, (2) the
decision that the Option Recipients not receive bonuses for 2016,
and (3) the decision that such the Option Recipients not receive
salary increases for 2017.

The Committee believes that the acceleration of option grants
will incentivize the Option Recipients to remain at the Company
following the implementation of the Restructuring Plan and
decision to eliminate the 2016 bonuses and 2017 salary increases.
In addition, the Committee also believes that allocating one-half
of the Options granted to each Option Recipient to Performance
Options will align the interests of the Option Recipients with
the Companys stockholders.

Option Grants to Named Executive Officers

The Options have an exercise price equal to the closing market
price for the Companys common stock on the NASDAQ Global Select
Market on November 14, 2016 (the Grant Date) and expire ten (10)
years from the Grant Date. The shares of Company common stock
subject to the Performance Options are subject to the
satisfaction of both (1) a time-based vesting requirement, to
which twenty-five percent (25%) of the shares will vest on the
first anniversary of the Grant Date, and the remaining
seventy-five percent (75%) of the shares vest in equal monthly
installments over the following three (3) years subject to the
employees continued employment through such vesting date and (2)
a performance-based vesting requirement, to which 33.33%, 33.33%,
and 33.34% of the shares, if any, will vest if, at any time
during the four-year period from the Grant Date, the
volume-weighted average stock price of the Companys Common Stock
meets or exceeds $4.00, $6.00, or $8.00, respectively, for twenty
(20) consecutive trading days. The shares of Company common stock
subject to the Stock Options are subject to the satisfaction of a
time-based vesting requirement, to which twenty-five percent
(25%) of the shares will vest on the first anniversary of the
Grant Date, and the remaining seventy-five percent (75%) of the
shares vest in equal monthly installments over the following
three (3) years subject to the employees continued employment
through such vesting date.

On the Grant Date the Company granted Options to the named
executive officers in the amounts set forth below:

Item 9.01. Financial Statements and Exhibits.

About NOVAVAX, INC. (NVAX)