Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 16, 2021, the Compensation Committee of Novanta Inc. amended the Novanta Inc. 2010 Incentive Award Plan (as amended and restated February 24, 2021) (the "Incentive Award Plan") for an administrative change to remove the phrase "any reload provision" from Section 12.4(d) of the Incentive Award Plan.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit
Number                                  Description
10.1        NOVANTA INC. 2010 INCENTIVE AWARD PLAN (AMENDED AND RESTATED EFFECTIVE
          February 24, 2021), as amended
          Cover Page Interactive Data File (embedded within the Inline XBRL
104       document)

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