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Novavax Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.34’

On:  Wednesday, 2/28/24, at 7:30am ET   ·   For:  12/31/23   ·   Accession #:  1000694-24-7   ·   File #:  0-26770

Previous ‘10-K’:  ‘10-K’ on 2/28/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   41 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/28/24  Novavax Inc.                      10-K       12/31/23  114:12M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.36M 
 2: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     43K 
10: EX-10.101   Material Contract                                   HTML    340K 
 3: EX-10.28    Material Contract                                   HTML     59K 
 4: EX-10.32    Material Contract                                   HTML     41K 
 5: EX-10.33    Material Contract                                   HTML     84K 
 6: EX-10.34    Material Contract                                   HTML     38K 
 7: EX-10.35    Material Contract                                   HTML     78K 
 8: EX-10.36    Material Contract                                   HTML     38K 
 9: EX-10.37    Material Contract                                   HTML     63K 
11: EX-21       Subsidiaries List                                   HTML     29K 
12: EX-23.1     Consent of Expert or Counsel                        HTML     34K 
17: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     42K 
                Awarded Compensation                                             
13: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
14: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
15: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
16: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
23: R1          Cover Page                                          HTML     95K 
24: R2          Audit Information                                   HTML     34K 
25: R3          Consolidated Statements of Operations               HTML    111K 
26: R4          Consolidated Statements of Comprehensive Loss       HTML     56K 
27: R5          Consolidated Balance Sheets                         HTML    143K 
28: R6          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
29: R7          Consolidated Statements of Changes in               HTML     85K 
                Stockholders' Equity (Deficit)                                   
30: R8          Consolidated Statements of Changes in               HTML     32K 
                Stockholders' Equity (Deficit) (Parenthetical)                   
31: R9          Consolidated Statements of Cash Flows               HTML    123K 
32: R10         Organization & Business                             HTML     34K 
33: R11         Summary of Significant Accounting Policies          HTML    120K 
34: R12         Revenue                                             HTML    107K 
35: R13         Collaboration, License, and Supply Agreements       HTML     47K 
36: R14         Cash, Cash Equivalents, and Restricted Cash         HTML     42K 
37: R15         Fair Value Measurements                             HTML     65K 
38: R16         Inventory                                           HTML     46K 
39: R17         Goodwill                                            HTML     37K 
40: R18         Leases                                              HTML    154K 
41: R19         Long-Term Debt                                      HTML     70K 
42: R20         Stockholders? Deficit                               HTML     39K 
43: R21         Stock-Based Compensation                            HTML     97K 
44: R22         Employee Benefits                                   HTML     35K 
45: R23         Other Financial Information                         HTML     64K 
46: R24         Income Taxes                                        HTML    120K 
47: R25         Commitment and Contingencies                        HTML     53K 
48: R26         Restructuring                                       HTML     39K 
49: R27         Subsequent Events                                   HTML     32K 
50: R28         Pay vs Performance Disclosure                       HTML     41K 
51: R29         Insider Trading Arrangements                        HTML     48K 
52: R30         Summary of Significant Accounting Policies          HTML    159K 
                (Policies)                                                       
53: R31         Summary of Significant Accounting Policies          HTML     65K 
                (Tables)                                                         
54: R32         Revenue (Tables)                                    HTML     84K 
55: R33         Cash, Cash Equivalents, and Restricted Cash         HTML     41K 
                (Tables)                                                         
56: R34         Fair Value Measurements (Tables)                    HTML     63K 
57: R35         Inventory (Tables)                                  HTML     47K 
58: R36         Goodwill (Tables)                                   HTML     39K 
59: R37         Leases (Tables)                                     HTML     93K 
60: R38         Long-Term Debt (Tables)                             HTML     51K 
61: R39         Stock-Based Compensation (Tables)                   HTML     95K 
62: R40         Other Financial Information (Tables)                HTML     72K 
63: R41         Income Taxes (Tables)                               HTML    122K 
64: R42         Restructuring (Tables)                              HTML     36K 
65: R43         Summary of Significant Accounting Policies -        HTML     94K 
                Additional Information (Details)                                 
66: R44         Summary of Significant Accounting Policies -        HTML     54K 
                Schedule of Concentration Risk (Details)                         
67: R45         Summary of Significant Accounting Policies -        HTML     39K 
                Schedule of Property and Equipment (Details)                     
68: R46         Revenue - Additional Information (Details)          HTML    201K 
69: R47         Revenue - Schedule of Accounts Receivable,          HTML     73K 
                Unbilled Services, and Deferred Revenue (Details)                
70: R48         Revenue - Schedule of Product Revenue (Details)     HTML     48K 
71: R49         Revenue - Schedule of Revenue Gross to Net          HTML     48K 
                Deductions Balances (Details)                                    
72: R50         Revenue - Schedule of Grant Revenue (Details)       HTML     49K 
73: R51         Collaboration, License, and Supply Agreements       HTML     87K 
                (Details)                                                        
74: R52         Cash, Cash Equivalents, and Restricted Cash -       HTML     41K 
                Schedule of Reconciliation of Cash, Cash                         
                Equivalents, and Restricted Cash (Details)                       
75: R53         Fair Value Measurements (Details)                   HTML     72K 
76: R54         Inventory - Schedule of Inventory (Details)         HTML     37K 
77: R55         Inventory - Additional Information (Details)        HTML     39K 
78: R56         Inventory - Schedule of Inventory Reserves          HTML     37K 
                (Details)                                                        
79: R57         Goodwill (Details)                                  HTML     39K 
80: R58         Leases - Additional Information (Details)           HTML     60K 
81: R59         Leases - Schedule of Supplemental Balance Sheet     HTML     68K 
                Information Related to Leases (Details)                          
82: R60         Leases - Schedule of Operating Lease Expenses       HTML     44K 
                (Details)                                                        
83: R61         Leases - Schedule of Supplemental Cash Flow         HTML     41K 
                Information of Leases (Details)                                  
84: R62         Leases - Maturities of Lease Liabilities (Details)  HTML     48K 
85: R63         Long-Term Debt - Schedule of Notes Payable          HTML     55K 
                (Details)                                                        
86: R64         Long-Term Debt - Schedule of Interest Expense       HTML     38K 
                (Details)                                                        
87: R65         Long-Term Debt - Additional Information (Details)   HTML    105K 
88: R66         Stockholders? Deficit (Details)                     HTML     75K 
89: R67         Stock-Based Compensation - Additional Information   HTML     92K 
                (Details)                                                        
90: R68         Stock-Based Compensation - Schedule of Stock-Based  HTML     39K 
                Compensation Expense (Details)                                   
91: R69         Stock-Based Compensation - Schedule of Option and   HTML     71K 
                Appreciation Rights Activity (Details)                           
92: R70         Stock-Based Compensation - Schedule of Assumptions  HTML     59K 
                Used in Estimation of Fair Value of Stock                        
                (Details)                                                        
93: R71         Stock-Based Compensation - Schedule of Restricted   HTML     61K 
                Stock Units Activity (Details)                                   
94: R72         Employee Benefits (Details)                         HTML     46K 
95: R73         Other Financial Information - Schedule of Prepaid   HTML     36K 
                Expenses and Other Current Assets (Details)                      
96: R74         Other Financial Information - Schedule of Property  HTML     49K 
                and Equipment, Net (Details)                                     
97: R75         Other Financial Information - Additional            HTML     37K 
                Information (Details)                                            
98: R76         Other Financial Information - Schedule of Accrued   HTML     41K 
                Expenses (Details)                                               
99: R77         Other Financial Information - Schedule of Other     HTML     37K 
                Current Liabilities (Details)                                    
100: R78         Income Taxes - Schedule of Company's Income (Loss)  HTML     39K  
                from Operations Before Income Tax Provision                      
                (Benefit) by Jurisdiction (Details)                              
101: R79         Income Taxes - Schedule of Components of Income     HTML     48K  
                Tax Expense (Benefit) (Details)                                  
102: R80         Income Taxes - Additional Information (Details)     HTML     54K  
103: R81         Income Taxes - Schedule of Tax Rate Differences     HTML     58K  
                (Details)                                                        
104: R82         Income Taxes - Schedule of Deferred Tax Assets and  HTML     79K  
                Liabilities (Details)                                            
105: R83         Income Taxes - Schedule of Unrecognized Tax         HTML     41K  
                Benefits Rollforward (Details)                                   
106: R84         Commitment and Contingencies (Details)              HTML     71K  
107: R85         Restructuring - Schedule of Impairment Charges      HTML     45K  
                (Details)                                                        
108: R86         Restructuring - Narrative (Details)                 HTML     42K  
109: R87         Subsequent Events (Details)                         HTML     34K  
111: XML         IDEA XML File -- Filing Summary                      XML    188K  
114: XML         XBRL Instance -- nvax-20231231_htm                   XML   2.30M  
110: EXCEL       IDEA Workbook of Financial Report Info              XLSX    229K  
19: EX-101.CAL  XBRL Calculations -- nvax-20231231_cal               XML    249K 
20: EX-101.DEF  XBRL Definitions -- nvax-20231231_def                XML    949K 
21: EX-101.LAB  XBRL Labels -- nvax-20231231_lab                     XML   2.46M 
22: EX-101.PRE  XBRL Presentations -- nvax-20231231_pre              XML   1.48M 
18: EX-101.SCH  XBRL Schema -- nvax-20231231                         XSD    235K 
112: JSON        XBRL Instance as JSON Data -- MetaLinks              654±   960K  
113: ZIP         XBRL Zipped Folder -- 0001000694-24-000007-xbrl      Zip   1.03M  


‘EX-10.34’   —   Material Contract


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  Document  

Exhibit 10.34
image1a.jpg


Elaine J O'Hara
[ *** ]                                February 4, 2023
[ *** ]

Dear Elaine,

I am pleased to offer you the full-time position of Executive Vice President & Chief Strategy Officer at Novavax, Inc In this position you will report John C Jacobs, President & Chief Executive Officer. Your first day of employment is expected to be on or about March 1,2023

This offer is contingent upon the following:
Successful and satisfactory completion of our standard background check All information provided by you in your employment application, interviews. and any other verbal or written correspondence will be verified by a third-party background checking company or by Novavax. Any discrepancies found may delay your start date or could potentially cause withdrawal of this offer. Candidates cannot begin employment until the background check is completed, including verification of current employment.
Your disclosure of all contractual or other obligations owed by you to previous employers or other parties that would in any way limit your ability to perform your job at the Company. If there are any obligations that might limit your ability to perform, such matters must be disclosed and addressed by the Company prior to commencement of employment.
Compliance with the Novavax COVID-19 Vaccination Policy for US Employees. which may include providing proof of vaccination at the time you begin working or requesting an accommodation or exemption. A copy of the policy is attached for your review If you need an accommodation or believe you are exempt due to applicable state law, please email our Benefits Team at NovavaxBenetits@novavax.com.
Execution of the Employment Agreement, a copy of which is enclosed for your review.
Successful verification of your employment eligibility in the United States. To verify this information, please be prepared to produce acceptable documents. BY FEDERAL LAW, IT IS REQUIRED THAT YOU PRESENT THIS DOCUMENTATION WITHIN THREE DAYS OF YOUR START AT WORK.

The specific of this offer are outlined in the enclosed Employment Agreement and include the following:

SALARY: Your initial annualized base salary will be $520,000 per year, payable semi-monthly, less applicable payroll taxes and authorized deductions.

BONUS PROGRAM You will be eligible to participate in the Company's annual incentive bonus program, under which award payments, if any, will be based on performance criteria and milestones to be determined by the Company. You will be paid in the following year in which the compensation is earned. Your bonus at 100% of target will be 50% of your earnings for the



performance year. The bonus shall be paid out partly in cash and partly in shares of stock options or restricted stock, at the discretion of the Board of Directors.

COMMUTING ALLOWANCE: During the term of your employment, the Company will provide a monthly commuting allowance of up to $5,000 for the cost of housing and other related commuting expenses incurred by you to commute between your home in [ * * * ] and the Company's Gaithersburg offices (the "Allowance") In addition, the Company will pay an additional sum to reimburse you for the personal income taxes associated with the Allowance, such that the economic benefit is the same as if such Allowance were provided on a non-taxable basis.

INITIAL EOUlTY GRANT: As soon as reasonably practicable following your start date and subject to the approval of the Board of Directors or the Compensation Committee. as a material inducement to commence employment with the Company and in accordance with Nasdaq Listing Rule 5635(c)(4), you will receive an initial stock option grant of 67,900 shares ('Inducement Stock Options") and an initial grant of 58,800 restricted stock units ('Inducement Restricted Stock Units") The Inducement Restricted Stock Units will vest as to one-third (1/3) of the shares underlying the Inducement Restricted Stock Units on each of the first three (3) anniversaries of the date of grant. in each case subject to your continued employment with the Company through the applicable vesting date. The Inducement Stock Options will vest as to one-quarter (1/4) of the shares underlying the Inducement Stock Options on the first anniversary of the date of grant and as to the remaining shares in equal monthly installments for thirty-six (36) months thereafter, in each case subject to your continued employment with the Company through the applicable vesting date. Each of the Inducement Restricted Stock Units and Inducement Stock Options will be granted under and subject to the terms of the Company's inducement equity plan and an agreement in substantially the form of a restricted stock unit agreement or the form of a stock option award agreement, as applicable, previously approved by the Board of Directors or the Compensation Committee.

ANNUAL EQUITY GRANTS: Beginning in 2024, you will be eligible to receive an additional annual equity award based upon performance and subject to the approval of the Board of Directors or the Compensation Committee.

Your employment and compensation with Novavax are "at will". At will employment is defined as an employee/employer relationship which may be ended by either the employee or employer at any time. without cause, except as otherwise provided by law or defined in the terms of the Employment Agreement.

Elaine, if you agree with and accept the terms of this offer letter and the Employment Agreement, please sign below and return this letter and the Employment Agreement to my office. We are confident your employment with Novavax will prove mutually beneficial. and we look forward to you joining the Novavax team.


Sincerely,

                         /s/ Jill Hoyt
Jill Hoyt
Executive Vice President
Chief Human Resources Officer
ACCEPTED BY:

/s/ Elaine J. O’Hara
Elaine J. O’Hara



Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/28/24None on these Dates
For Period end:12/31/23
2/4/23
 List all Filings 


41 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/09/23  Novavax Inc.                      10-Q        9/30/23   74:7M
 8/08/23  Novavax Inc.                      8-K:1,3,9   8/08/23   12:335K                                   Toppan Merrill/FA
 8/08/23  Novavax Inc.                      10-Q        6/30/23   86:9.5M
 5/09/23  Novavax Inc.                      10-Q        3/31/23   72:7.1M
 4/28/23  Novavax Inc.                      DEF 14A               12:5.8M
 4/04/23  Novavax Inc.                      8-K:5,9     3/30/23   11:302K
 2/28/23  Novavax Inc.                      10-K       12/31/22  108:16M
 1/09/23  Novavax Inc.                      8-K:5,7,9   1/05/23   14:435K                                   Toppan Merrill/FA
12/21/22  Novavax Inc.                      8-K:1,2,3,912/20/22   11:1M                                     Toppan Merrill/FA
11/09/22  Novavax Inc.                      10-Q        9/30/22   77:12M
 8/09/22  Novavax Inc.                      10-Q        6/30/22   73:7M
 5/10/22  Novavax Inc.                      10-Q        3/31/22   75:8.9M
 5/02/22  Novavax Inc.                      DEF 14A     6/16/21    1:7.2M                                   Toppan Merrill/FA
 3/01/22  Novavax Inc.                      10-K       12/31/21  111:22M
11/05/21  Novavax Inc.                      10-Q        9/30/21   76:9.1M
 8/05/21  Novavax Inc.                      10-Q        6/30/21   75:8.1M
 5/10/21  Novavax Inc.                      10-Q        3/31/21   73:7.6M
 3/01/21  Novavax Inc.                      10-K       12/31/20  109:94M
11/10/20  Novavax Inc.                      10-Q        9/30/20   87:10M                                    Toppan Merrill Bridge/FA
 8/10/20  Novavax Inc.                      10-Q        6/30/20   73:8.6M                                   Toppan Merrill/FA
 6/19/20  Novavax Inc.                      8-K:1,3,5,8 6/15/20    5:261K                                   Toppan Merrill/FA
12/31/19  Novavax Inc.                      S-3                    4:1.3M                                   Toppan Merrill/FA
11/07/19  Novavax Inc.                      10-Q        9/30/19   72:5.7M                                   Toppan Merrill/FA
 8/07/19  Novavax Inc.                      10-Q        6/30/19   72:6.5M                                   Toppan Merrill/FA
 5/09/19  Novavax Inc.                      8-K:5,9     5/08/19    2:32K                                    Toppan Merrill/FA
 3/18/19  Novavax Inc.                      10-K       12/31/18   89:9.2M                                   Toppan Merrill/FA
 5/08/17  Novavax Inc.                      10-Q        3/31/17   64:4.1M                                   Toppan Merrill/FA
 2/27/17  Novavax Inc.                      10-K       12/31/16   90:7.1M                                   Toppan Merrill/FA
11/16/16  Novavax Inc.                      8-K:5,9    11/14/16    2:66K                                    Toppan Merrill/FA
 5/05/16  Novavax Inc.                      10-Q        3/31/16   68:4.5M                                   Toppan Merrill/FA
 2/29/16  Novavax Inc.                      10-K       12/31/15   97:7.1M                                   Toppan Merrill/FA
11/09/15  Novavax Inc.                      10-Q        9/30/15   61:4.3M                                   Toppan Merrill/FA
 8/21/15  Novavax Inc.                      8-K:1,2,9   8/17/15    3:461K                                   Toppan Merrill/FA
 8/10/15  Novavax Inc.                      10-Q        6/30/15   60:4.9M                                   Toppan Merrill/FA
 2/27/15  Novavax Inc.                      10-K       12/31/14  101:9.5M                                   Toppan Merrill/FA
 4/30/14  Novavax Inc.                      DEF 14A     6/12/14    1:1.1M                                   Toppan Merrill/FA
 3/12/13  Novavax Inc.                      10-K       12/31/12   93:6.4M                                   Toppan Merrill/FA
 3/14/12  Novavax Inc.                      10-K       12/31/11   46:4.6M                                   Toppan Merrill/FA
 8/09/11  Novavax Inc.                      10-Q        6/30/11   31:3.1M                                   Toppan Merrill/FA
 7/06/10  Novavax Inc.                      8-K:5,9     7/01/10    3:110K                                   Toppan Merrill/FA
 3/16/10  Novavax Inc.                      10-K       12/31/09   14:3M                                     Toppan Merrill/FA
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