Attached files
file | filename |
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EX-14 - NOVAVAX INC | v176992_ex14.htm |
EX-10.45 - NOVAVAX INC | v176992_ex10-45.htm |
EX-10.15 - NOVAVAX INC | v176992_ex10-15.htm |
EX-10.11 - NOVAVAX INC | v176992_ex10-11.htm |
EX-10.19 - NOVAVAX INC | v176992_ex10-19.htm |
EX-10.13 - NOVAVAX INC | v176992_ex10-13.htm |
EX-10.37 - NOVAVAX INC | v176992_ex10-37.htm |
EX-23.1 - NOVAVAX INC | v176992_ex23-1.htm |
EX-31.2 - NOVAVAX INC | v176992_ex31-2.htm |
EX-31.1 - NOVAVAX INC | v176992_ex31-1.htm |
EX-32.2 - NOVAVAX INC | v176992_ex32-2.htm |
EX-32.1 - NOVAVAX INC | v176992_ex32-1.htm |
10-K - NOVAVAX INC | v176992_10k.htm |
Exhibit
10.14
FIRST
AMENDMENT TO THE
EMPLOYMENT
AGREEMENT
This
Amendment (the “Amendment”), dated as of July 20, 2009 to the Employment
Agreement (the “Agreement”) dated as of September 23, 2008, between
Novavax, Inc., a Delaware corporation (the “Company”) having its principal
office at 9920 Belward Campus Drive, Rockville, MD 20850 and Thomas S. Johnston,
an individual (“Executive”).
Background
Executive
is employed as Vice President, Strategy of Company, and is responsible for the
functions and duties assigned to this position, and Company wishes to assure
itself of the services of Executive. Executive and the Company are
therefore amending the Agreement to extend the Term. All capitalized
terms not defined herein shall have the meaning set forth in the
Agreement.
Terms
NOW,
THEREFORE, in consideration of the premises and mutual covenants and
obligations hereinafter set forth, intending to be legally bound hereby, the
parties hereto agree as follows:
1. Term. Section
3 of the Agreement is hereby deleted in its entirety and replaced with the
following:
Term. The term of
this Agreement shall be for the period beginning on July 20, 2009 and continuing
until September 1, 2010, unless earlier terminated pursuant to Section 7 hereof
(the “Term”) and shall be renewed automatically for additional twelve-month
periods on the terms set forth herein, as they may be modified from time to time
by mutual agreement, unless one of the Company or the Executive provides notice
of termination at least 30 days before the expiration of the then current
term. The parties acknowledge that the employment hereunder is
employment at will.
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2. Resolution of
Disputes. Section 22 of the Agreement is hereby deleted in its
entirety and replaced with the following:
“With the
exception of proceedings for equitable relief brought pursuant to Section 17 of
this Agreement, any disputes arising under or in connection with this Agreement
including, without limitation, any assertion by any party hereto that the other
party has breached any provision of this Agreement, shall be resolved by
arbitration, to be conducted in Baltimore, Maryland, in accordance with the
rules and procedures of the American Arbitration Association. The
parties shall bear equally the cost of such arbitration, excluding attorneys’
fees and disbursements which shall be borne solely by the party incurring the
same; provided, however, that if the arbitrator rules in favor of Executive on
at least one material component of the dispute, Company shall be solely
responsible for the payment of all costs, fees and expenses (including without
limitation Executive’s reasonable attorney’s fees and disbursements) of such
arbitration. The Company shall reimburse Executive for any such fees
and expenses incurred by Executive in any calendar year within a reasonable time
following Executive’s submission of a request for such reimbursement, which in
no case shall be later than the end of the calendar year following the calendar
year in which such expenses were incurred. Executive shall submit any
such reimbursement request no later than the June 30th next
following the calendar year in which the fees and expenses are
incurred. In the event the arbitrator rules against Executive,
Executive shall repay the Company the amount of such reimbursed expenses no
later than 180 days following the date as of which such arbitrator’s decision
becomes final. The provisions of this Section 22 shall survive the
termination for any reason of the Term (whether such termination is by the
Company, by Executive or upon the expiration of the Term).”
3. Other
Provisions. All of the other terms and conditions of the
Agreement, not inconsistent with the terms of this Amendment, shall remain in
full force and effect.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement the date and year
first written above.
NOVAVAX,
INC.
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[SEAL]
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By:
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/s/
Rahul Singhvi
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Name:
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Rahul
Singhvi
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Title:
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President
and Chief Executive Officer
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Thomas S. Johnston | ||
Thomas S. Johnston |
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