Exhibit 10.12


 


 


 


NOVAVAX, INC.


2015 Stock Incentive Plan


(Amended and Restated March 15, 2018)


 


Restricted Stock Unit Award Agreement


 


This RESTRICTED
STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [ ] (the “Grant Date”)
by and between Novavax, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee”).


 


WHEREAS, the
Company desires to grant, and the Grantee desires to accept, an award of restricted stock units as herein described (the “Award”),
on the terms and conditions hereinafter set forth;


 


WHEREAS, the
grant of restricted stock units hereby is pursuant to Section 7(b) of the Company’s 2015 Stock Incentive Plan, as amended
from time to time (the “Plan”), which is a compensatory benefit arrangement for the employees, officers,
directors, consultants and advisors of the Company.


 


NOW, THEREFORE,
IT IS AGREED between the parties as follows:


 


1.           Grant
of Restricted Stock Unit Award. The Company hereby grants to the Grantee on the Grant Date, and the Grantee agrees to accept,
[ ] restricted stock units (the “Restricted Stock Units”), giving the Grantee the conditional right to
receive, without payment and pursuant to and subject to the terms set forth in this Agreement and in the Plan, one share of Common
Stock with respect to each Restricted Stock Unit forming part of the Award, subject to adjustment pursuant to Section 10 of the
Plan in respect of transactions occurring after the date hereof.


 


2.           Meaning
of Certain Terms. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.
The following terms have the following meanings:


 


a.           “Affiliate”
means a subsidiary of the Company that would be described in the first sentence of Treas. Regs. § 1.409A-1(b)(5)(iii)(E)(1).


 


b.           “Service”
means the Grantee’s employment or other service relationship with the Company and its Affiliates. Service will be deemed
to continue, unless the Administrator expressly provides otherwise, so long as the Grantee is employed by, or otherwise providing
services in a capacity described in Section 3(a) of the Plan to, the Company or an Affiliate. If a Grantee’s employment or
other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Grantee’s Service will be
deemed to have terminated when the entity ceases to be an Affiliate unless the Grantee transfers Service to the Company or its
remaining Affiliates.


 




     


     


    

 


3.           Vesting;
Cessation of Service.


 


a.           Except
as otherwise provided herein or in the Plan, the Restricted Stock Units shall become vested in the portions and on the dates specified
in Exhibit A hereto (each such date, a “Vesting Date”), provided that the Grantee remains in continuous
Service from the Grant Date through each applicable Vesting Date. While the Grantee’s continuous Service is not required
in order to receive delivery of shares of Common Stock underlying Restricted Stock Units that are vested in accordance with this
Agreement at the time the Grantee’s Service terminates, all other terms and conditions of this Agreement shall continue to
apply to such vested Restricted Stock Units. This Award will terminate, and no shares of Common Stock underlying such vested Restricted
Stock Units will be delivered, if the Grantee fails to comply with such terms and conditions.


 


b.           Automatically
and immediately upon the cessation of the Grantee’s Service, (i) the unvested portion of this Award will terminate and be
forfeited for no consideration, and (ii) the vested portion of this Award, if any, will terminate and be forfeited for no consideration
if the Grantee’s Service is terminated for Cause or occurs in circumstances that in the determination of the Administrator
would have constituted grounds for the Grantee’s Service to be terminated for Cause.


 


c.           Notwithstanding
Section 3(b) above, automatically and immediately on the Grantee’s death or termination due to disability (within the meaning
of Section 22(e)(3) of the Code or any successor provision thereto) during the Grantee’s Service, 50% of any then unvested
Restricted Stock Units (rounded down to the nearest whole share of Common Stock) shall become immediately vested.


 


4.           Delivery
of Common Stock. Subject to Section 5 below, the Company shall, as soon as practicable upon the vesting of any portion of the
Award (but in no event later than 30 days following the date on which such Restricted Stock Units vest), effect delivery of the
shares of Common Stock with respect to such vested Restricted Stock Units to the Grantee (or, in the event of the Grantee’s
death, to the person to whom the Award has passed by will or the laws of descent and distribution). No shares of Common Stock will
be issued pursuant to this Award unless and until all legal requirements applicable to the issuance or transfer of such shares
have been complied with to the satisfaction of the Administrator.


 


5.           Forfeiture;
Recovery of Compensation. The Administrator may cancel, rescind, withhold or otherwise limit or restrict this Award at any
time if the Grantee is not in compliance with all applicable provisions of this Agreement and the Plan. By accepting this Award,
the Grantee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee of this Award, under
this Award, including the right to any Common Stock acquired under this Award or proceeds from the disposition thereof, are subject
to Section 8(f) of the Plan (including any successor provision). Nothing in the preceding sentence may be construed as limiting
the general application of Section 10 of this Agreement.


 




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6.           Dividend
Equivalents; Other Rights.


 


a.           Upon
the delivery of any shares of Common Stock in respect of any vested Restricted Stock Units, the Grantee shall be entitled to a
cash payment by the Company in an amount equal to the amount that the Grantee would have received, if any, as a regular cash dividend
had the Grantee held such shares of Common Stock from the Grant Date to the date such shares of Common Stock are delivered hereunder,
less all applicable taxes and withholding obligations. Any such payment shall be paid, if at all, without interest on the date
such shares of Common Stock are delivered hereunder.


 


b.           This
Award may not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company or any subsidiary prior
to the date (if any) on which the Company delivers shares of Common Stock to the Grantee. The Grantee is not entitled to vote any
shares of Common Stock by reason of the granting of this Award prior to the date on which any such share is delivered to the Grantee
hereunder. The Grantee will have the rights of a shareholder only as to those shares of Common Stock, if any, that are actually
delivered under this Award.


 


7.           Nontransferability.
This Award may not be transferred except as expressly permitted under Section 8(c) of the Plan.


 


8.           Withholding;
Taxes.


 


a.           The
Grantee acknowledges and agrees that any income or other taxes due with respect to this Award or any shares of Common Stock to
be delivered pursuant to this Agreement shall be the Grantee’s responsibility. As a condition to the vesting of the Restricted
Stock Units and/or the delivery of any shares of Common Stock hereunder, or in connection with any other event that gives rise
to a federal or other governmental tax withholding obligation on the part of the Company or any of its Affiliates relating to this
Award, the Company shall be entitled to (i) deduct or withhold (or cause to be deducted or withheld) from any payment or distribution
to the Grantee, whether or not pursuant to the Plan, (ii) require that the Grantee remit cash to the Company, or (iii) enter into
any other suitable arrangements to withhold, in each case, an amount sufficient to satisfy such withholding obligation. The Grantee
authorizes the Company to withhold such amounts as may be necessary to satisfy the applicable federal, state and local withholding
tax requirements that may arise in connection with this Award from any amounts otherwise owed to the Grantee, but nothing in this
sentence shall be construed as relieving Grantee of any liability for satisfying his or her tax obligations.


 


b.           Unless
the Company notifies the Grantee in writing before any Vesting Date or other date that the Restricted Stock Units vest and/or are
settled hereunder, the Company shall hold back from the shares of Common Stock otherwise deliverable hereunder that number of shares
of Common Stock necessary to satisfy the minimum statutory withholding tax obligations on the Vesting Date or such other date,
as applicable, in order to satisfy such withholding tax obligations.


 


c.           If
the Grantee is determined to be a “specified employee” within the meaning of Section 409A of the Code (“Section
409A”) and the Treasury regulations thereunder, as determined by the Company, at the time of the Grantee’s
“separation from service” within the meaning of Section 409A and the Treasury regulations thereunder, then to the extent
necessary to prevent any accelerated or additional tax under Section 409A, the settlement and delivery of any shares of Common
Stock hereunder upon such separation from service will be delayed until the earlier of: (a) the date that is six months and one
day following the Grantee’s separation from service and (b) the Grantee’s death. To the extent necessary to prevent
any accelerated or additional tax under Section 409A, for purposes of this Agreement, all references to “cessation of Service”
and correlative phrases shall be construed to require a “separation from service” (as defined in Section 1.409A-1(h)
of the Treasury regulations after giving effect to the presumptions contained therein).


 




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d.           This
Agreement is intended to comply with Section 409A or an exemption thereunder, and shall be construed and interpreted in a manner
that is consistent with the requirements for avoiding additional taxes or penalties under Section 409A. Notwithstanding the foregoing,
the Company makes no representations that the payments and benefits provided under this Agreement comply with or are exempt from
Section 409A, and in no event shall the Company or any of its Affiliates be liable for all or any portion of any taxes, penalties,
interest or other expenses that may be incurred by the Grantee on account of non-compliance with Section 409A.


 


9.          Effect
on Service. Neither the grant of the Restricted Stock Units, nor the issuance of shares of Common Stock upon vesting of the
Restricted Stock Units, will give the Grantee any right to be retained in the employ or service of the Company or any of its Affiliates,
affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right
of such Grantee to terminate his or her employment or service at any time.


 


10.         Provisions
of the Plan. This Agreement is subject in its entirety to the provisions of the Plan, which are incorporated herein by reference.
A copy of the Plan as in effect on the Date of Grant has been furnished to the Grantee. In the event of any conflict between the
terms of this Agreement and the Plan, the terms of the Plan shall control.


 


11.         Acknowledgements.
The Grantee acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which shall be
an original and all of which together shall constitute one and the same instrument and (ii) this agreement may be executed and
exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, shall constitute an original
signature for all purposes hereunder. 


 


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intentionally left blank.]


 




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the day and year first above written.


 


	 	NOVAVAX, INC.
	 	 	 
	 	By:	 
	 	 	[  ]


 


GRANTEE’S ACCEPTANCE


 


The undersigned hereby
accepts the Award and agrees to the terms and conditions of this Agreement and the Plan. The undersigned hereby acknowledges receipt
of a copy of the Plan.


 


	 	GRANTEE
	 	PRINT NAME
	 	SIGN NAME
	 	PRINT ADDRESS


 




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