Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 31, 2008, the Board of Directors of Novavax, Inc. (the "Company") amended and restated its Amended and Restated Change in Control Severance Benefit Plan (the "Change in Control Plan") and its 2005 Stock Incentive Plan (the "Incentive Plan" and, collectively, the "Plans") effective as of January 1, 2008. The amendments were intended to conform the Plans to comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). Specifically, the Change in Control Plan was amended to clarify provisions relating to the types of benefits available under the Change in Control Plan and the timing of the payment of such benefits. The Incentive Plan was amended to clarify the timing of the payment of certain types of awards.
The foregoing descriptions of the Change in Control Plan and Incentive Plan, as amended, are qualified in their entirety by reference to the Plans which are attached to this Current Report on Form 8-K as Exhibits 10.1and 10.2, respectively, and incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibits

10.1 Novavax, Inc. Amended and Restated Change in Control Severance Benefit Plan

10.2 Novavax, Inc. Amended and Restated 2005 Stock Incentive Plan

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