Severance Agreement - Novavax Inc. and Richard F. Maradie
[Novavax Letterhead]
September 10, 1998 (as amended by letter dated September 25, 1998)
Richard F. Maradie
325 Epping Way
Annapolis, MD 21401
Dear Rick:
This letter contains information regarding your separation from employment with
Novavax on September 4, 1998. The Company has agreed to offer you separation
benefits as summarized below.
Separation Pay
You have been paid through September 4, 1998, and you will be paid two weeks in
lieu of notice in your last paycheck. If you sign your separation agreement and
your period of revocation has expired, you will receive 50 weeks of separation
pay, not including the two weeks pay in lieu of notice, at your base
compensation rate.
Medical and Dental Benefits
Your medical, dental and vision coverage with Great West will end on September
30, 1998. Information on extending this coverage through COBRA is attached. Your
COBRA payments will be paid by Novavax for a period of one year from October 1,
1998 through September 30, 1999.
Life Insurance And Disability
Your group term life insurance policy will end on September 30, 1998. You may
convert to an individual policy, as described in the information attached. Your
short and long term disability coverage will end as of September 4, 1998.
401(k) Savings Plan
Our records indicate that you are participating in the Employee Savings and
Investment Plan. There is information attached describing your distribution
options for funds currently in your account. Please be aware that you have 60
days from the date you receive this information to chose a distribution option.
Manchester Transition Program
Novavax has negotiated a contract for outplacement support with a Career
Consultant to assist you during the transition process. Your six month program
begins with your first appointment on Monday September 21, 1998 at 9:00 a.m.
Documentation is required.
Legal Services
Novavax has agreed to cover a maximum of $5,000.00 in costs for legal counsel
regarding corporate indemnification. Invoices from the attorney should be
submitted directly to Novavax.
If you have any questions relating to any of the benefits described above,
please contact me.
Sincerely,
/s/ Brenda Fugagli
Brenda Fugagli
Executive Vice President and COO
enclosures
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NOVAVAX, INC.
SEPARATION AND RELEASE AGREEMENT
Novavax, Inc. and Richard F. Maradie hereby agree the following sets out the
complete agreement and understanding regarding the termination of my employment
with Novavax, Inc. (the "Company" or "Novavax"), which shall be effective
September 4, 1998.
1. I hereby acknowledge that the separation compensation offered to me has
been explained. I also acknowledge that I have been given at least
twenty-one (21) days to review Novavax' Separation and Release Agreement
("Agreement") required for my receipt of separation benefits. I certify
that I have been advised in writing to consult an attorney, and that I
have had the opportunity to obtain all advice and information deemed
necessary with respect to the matters covered by this Agreement,
including the opportunity to consult with legal counsel or anyone else of
my choosing.
2. In consideration for the separation benefits I am eligible to receive, as
described to me by letter dated September 10, 1998 as amended September
25, 1998:
(i) I agree not to take any action which disparages or criticizes the
Company, its management, or its practices or which disrupts or
impairs its normal operations, including actions that would
result in the filing of any claims, lawsuits or charges against
the Company as a result of anything which has occurred up to and
including the present date.
(ii) I also understand and agree that the Company may terminate my
continued eligibility for separation benefits and immediately
recover all benefits previously paid to me if I engage in
misconduct or otherwise violate Company policy, including, but
not limited to any action that violates this Agreement or harms
the reputation of the Company with its customers, suppliers or
the public; interferes with existing contractual or employment
relationships with customers, suppliers or Company employees; or
misappropriates, misuses, or discloses any trade secret or other
confidential information I learned while actively employed by the
Company.
(iii) In addition, and in further consideration of my eligibility for
the separation pay and benefits described to me, the sufficiency
of which consideration I acknowledge, I hereby agree to release
and discharge the Company, its affiliate corporations, and all of
its officers, directors, employees, agents and attorneys from any
and all losses, expenses, claims, rights, entitlements, whether
known or unknown, I now have or have had or may later claim to
have had arising out of any alleged violation of my rights while
employed by the Company, including but not limited to, claims for
back pay, for reinstatement or for recovery of any losses or
other damages to me or my property resulting from any alleged
violation of local, state or federal law, such as (but not
limited to) claims arising under Title VII of the Civil Rights
Act of 1964, 42 U.S.C. Section 200 et seq. (prohibiting
discrimination on account of race, sex, national origin or
religion); the Age Discrimination in Employment Act of 1967, 29
U.S.C. Section 621 et seq. (prohibiting discrimination on account
of age), the Americans with Disabilities Act of 1990, 42 U.S.C.
Section 12, 101 et seq., (prohibiting discrimination on account
of disabilities), or any similar federal, state, or local law
relating to my employment.
(iv) I will not hereafter pursue any individual claim against the
Company, its affiliated corporations, or any of its officers,
directors, employees or agents, by filing a lawsuit in any local,
state or federal court for or on account of anything which has
occurred up to the present time as a result of my previous
employment.
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3. I understand that I may revoke this Agreement entirely by delivering a
signed notice of revocation to the Company within seven (7) days after I
sign this Agreement. In that event, this Agreement will be canceled and
void, I will not be entitled to any of the separation benefits provided
by this Agreement, and neither party to this Agreement shall have any
rights or obligations arising under it.
4. This Agreement shall be binding upon and shall be for the benefit of the
Company and myself, as well as our respective heirs, personal
representatives, successors and assigns.
5. The provisions of this Agreement shall be severable, and the invalidity
of any provision shall not affect the validity of other provisions.
6. I have carefully read this Agreement, I understand its meaning and
intent, I have not been coerced into signing this Agreement, and I
voluntarily agree to abide by its terms. I acknowledge that the
separation benefits described in this Agreement are adequate
consideration for my signing it and that no other promise or agreement of
any kind has been made to me by the Company to cause me to execute this
Agreement and that the only consideration for my execution of this
Agreement is set forth in this document.
/s/ Richard F. Maradie 9/22/98
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Employee Signature Dated
For Novavax,
In exchange for the employee's execution of this release, the Company promises
to provide separation benefits as described to him or her.
Witnessed: /s/ Sally Kiernan Dated: 9/22/98
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NOTE: This Agreement must be signed, dated and returned to the Company without
any alternation. Any modification or alternation of any terms of this Agreement
will void the Agreement in its entirety.