exv10w2






Exhibit 10.2




SECOND AMENDMENT TO THE

AMENDED AND RESTATED EMPLOYMENT AGREEMENT




          This Second Amendment (the “Amendment”), dated as of July 20, 2008 to the Amended and Restated
Employment Agreement (the “Agreement”) dated as of August 2, 2007, as amended October 2, 2008 and
originally effective November 9, 2005, between Novavax, Inc., a Delaware corporation (the
“Company”) having its principal office at 9920 Belward Campus Drive, Rockville, MD 20850 and
Raymond Hage, an individual (“Executive”).




Background




          Executive is employed as Senior Vice President of Commercial Operations 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.



          2. Resolution of Disputes. Section 21 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 16 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 21 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.




	 	 	 	 	 
	[SEAL] 

	

By:  	

/s/ Rahul Singhvi
 	 
	 	 	Name:  	Rahul Singhvi 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 	 	 
	 	                                  /s/ Raymond Hage
 	 
	 	Raymond Hage