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(e) Compensatory Arrangements of Principal Executive Officer, Principal Financial Officer and Named Executive Officers

2018 Salaries and Target Bonuses

On May 31, 2018, upon the recommendation of the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Vaxart, Inc. (the “Company”), the Board approved (i) cash bonuses with respect to 2017 performance, (ii) annual salaries (effective retroactively to January 1, 2018), and (iii) target performance bonus percentages for 2018 for the Company’s Chief Executive Officer, Chief Financial Officer and other named executive officers (as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission (each an “NEO”).

 The following table sets forth the amounts approved by the Board for each NEO:

The Board also approved a $35,000 discretionary bonus for Mr. Harland for performance in 2018.

Severance Benefit Plan

On May 31, 2018, upon the recommendation of the Compensation Committee, the Board adopted a Severance Benefit Plan (the “Severance Plan”), pursuant to which selected current and future employees, including the NEOs, will be eligible for severance benefits under certain circumstances. The Severance Plan supersedes any acceleration upon change of control benefits that a participant would have been entitled to under any pre-existing agreement between the individual and the Company.

The actual amounts that would be paid or distributed to an eligible NEO as a result of a termination of employment occurring in the future may be different than those presented below as many factors will affect the amount of any payments and benefits upon a termination of employment. For example, some of the factors that could affect the amounts payable include the NEO’s base salary and the market price of our common stock. Although the Company has entered into a Participation Notice (as defined in the Severance Plan) to provide severance payments and benefits in connection with a termination of employment under particular circumstances, the Company, or an acquirer, may mutually agree with the NEOs to provide payments and benefits on terms that vary from those currently contemplated. In addition to the amounts presented below, each NEO would also be able to exercise any previously-vested stock options that he held, in accordance with the terms of those grants and the respective plans pursuant to which they were granted.

To receive any of the severance benefits under these agreements, the NEO would be required to execute a release of claims against the Company within sixty (60) days of the qualifying termination and comply with confidentiality provisions.

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Severance Absent a Change in Control

Under the Severance Plan, a participating individual shall be entitled to receive, in the event of a Non-CiC Termination (as defined in the Severance Plan), (a) cash severance in accordance with the Company’s standard payroll practices and subject to standard payroll deductions and withholdings, equal to his annual base salary multiplied by a fraction, the numerator of which is the number of months set forth in his Participation Notice, and the denominator of which is twelve (12), and (b) continuation of his current health insurance coverage, or payment of the premiums for such coverage, for up to the number of months specified in his Participation Notice. Each NEO is eligible to receive the following payments and benefits:

Severance in Connection with a Change in Control

In the case of a Change In Control Termination (as defined in the Severance Plan), if a participating individual is terminated without cause or resigns for good reason (as such terms are defined in the Severance Plan, either during the three (3) months before or in the twelve months after a change in control, then he will be entitled to receive (a) a lump sum cash severance payment on the first payroll date that occurs more than five (5) days following the effective date of the release signed by the NEO, subject to standard payroll deductions and withholdings, equal to a percentage of his annual base salary multiplied by a fraction, the numerator of which is the number of months set forth in his Participation Notice, and the denominator of which is twelve (12), (b) in the case of Dr. Tucker and Mr. Harland, a pro rata amount of the NEO’s target bonus for the calendar year in which the termination occurs calculated at 100% of target levels as specified in the Company’s annual bonus plan or program in effect immediately prior to the effective date of the change in control and a fraction, the numerator of which is the number of months of the participant’s employment during the calendar year in which the change of control occurs, and the denominator of which is twelve (12), (c) continuation of his current health insurance coverage, or payment of the premiums for such coverage, for up to the number of months specified in his Participation Notice under the Severance Plan, and (d) accelerated vesting of then outstanding compensatory equity awards as to all unvested shares. Each NEO is eligible to receive the following payments and benefits:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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