STOCK PURCHASE PLAN
restated March 20, 2020
Purpose of Plan|
The Novavax, Inc. 2013
Employee Stock Purchase Plan, as amended and restated March 20, 2020 (the “Plan”), is intended to enable eligible employees
of Novavax, Inc. (the “Company”) and such of its Subsidiaries (including any corporation that becomes a Subsidiary
of the Company after the adoption and approval of the Plan) as the Board of Directors of the Company (the “Board”)
may from time to time designate (the Company and such Subsidiaries being hereinafter referred to as the “Company”)
to purchase shares of common stock, $0.01 par value, of the Company (such common stock being hereafter referred to as “Stock”),
and thereby enhance the sense of participation in the affairs of the Company. For purposes of the Plan, a “Subsidiary”
is any corporation that would be treated as a subsidiary of the Company under Section 424(f) of the Internal Revenue Code of 1986,
as amended (the “Code”). The Plan is intended to qualify under Code Section 423 and to be exempt from the application
and requirements of Code Section 409A, and is to be construed accordingly.
Administration of Plan|
The Plan shall be administered
by the Compensation Committee of the Board (the “Committee”), which shall have the authority to determine eligibility
under the Plan, to interpret the Plan, to prescribe forms, rules and procedures under the Plan, to adopt, amend, rescind, administer,
and interpret such forms, rules and procedures and otherwise to do all things necessary or advisable to carry out the terms of
the Plan. To the extent permitted by applicable law, the Committee in its discretion may delegate any or all of its powers under
the Plan to one or more officers or employees of the Company. All references in the Plan to the “Administrator” shall
mean the Committee and the person or persons so delegated to the extent of such delegation, as applicable. All determinations and
decisions by the Administrator regarding the interpretation or application of the Plan shall be final and binding on all parties.
Options to Purchase Stock|
Subject to adjustment
as provided in Section 15, the maximum aggregate number of shares of Stock available for purchase pursuant to the exercise of options
(“Options”) granted under the Plan to employees of the Company or its designated Subsidiaries (“Employees”)
who meet the eligibility requirements set forth in Section 4 (“Eligible Employees”) shall be the lesser of (a) 550,000
shares increased on each anniversary of the adoption of the Plan by 5%, and (b) 600,000.
The Stock to be delivered
upon exercise of Options under the Plan may be either shares of authorized but unissued Stock or shares of reacquired Stock, as
the Board may determine. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part, the unpurchased Stock subject to such Option shall
again be available for purchase pursuant to the exercise of Options under the Plan.