2. As full consideration for the performance of the Services, you shall (a) continue to vest through July 8, 2024 in (i) the unvested portions of the New Hire Equity Award, as that term is defined in the Offer of Employment dated June 2, 2020 between you and ModernaTX, Inc. (the Offer Letter) and (ii) the unvested portions of the 2021 Annual Equity Grant issued on February 9, 2021 (which shall include the portions of the 2021 Annual Equity Grant issued as an option award and as an RSU award), both subject to the terms of the Equity Documents; and (b) continue to vest through March 2, 2026 in the unvested portions of the 2022 Annual Equity Grant issued to you on March 1, 2022. The vesting for the portion of your 2021 Annual Equity Grant issued as a performance-based restricted stock unit award, or PSU, will end on the last date of the Transition Period.
3. You acknowledge and agree that you are not eligible for any cash compensation related to performing the Services and that the opportunity to continue vesting in the New Hire Equity Award, the 2021 Annual Equity Grant, and the 2022 Annual Equity Grant is adequate consideration to support this Agreement. You may exercise any vested portions of either the New Hire Equity Award, the 2021 Annual Equity Grant, or the 2022 Annual Equity Grant under the terms of the Equity Documents and subject to the Insider Trading Policy of Moderna, Inc., a copy of which you acknowledge you have received.
4. You further acknowledge that the Companys Code of Business Ethics and Conduct (available at www.modernatx.com) will be applicable throughout the Strategic Consulting Period.
(b) 2022 Bonus Award. Notwithstanding the existence of any policies or practices which require you to be actively employed at the time bonus awards are distributed to be eligible for an annual bonus award, the Company agrees that you shall receive your 2022 annual bonus award at target, prorated to your dates of employment at the Company in 2022 (January 1, 2022 through the Retirement Date).
(c) Post-Retirement Equity Exercise. Any options to purchase the Companys common stock granted to you under the Moderna, Inc. 2018 Stock Option and Incentive Plan (the 2018 Plan), to the extent vested, exercisable, and outstanding at the end of the Strategic Consulting Period will remain exercisable through twelve (12) months following the end of the Strategic Consulting Period (but in no event will such options remain exercisable beyond the original expiration date applicable to such option), provided, however, that if you voluntarily resign for any reason prior to the Retirement Date, the exercise period applicable to any such stock options will be governed in accordance with the Equity Documents and will not be extended as set forth in this section.
3. General Release of Claims. In consideration for, among other terms, the opportunity to remain employed through the Transition Period and the Transition Benefits, to which you acknowledge that you would otherwise not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities (including, without limitation, direct and indirect parent companies (including, without limitation, Moderna, Inc.), and direct and indirect subsidiaries and direct and indirect affiliates), its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the past, present and future officers, directors, stockholders, members, managers, employees, attorneys, accountants, agents and representatives of each of the foregoing in their official and personal capacities (collectively referred to as the Releasees) generally from all claims, demands, debts, damages and liabilities of every name and nature, known or unknown (Claims) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees, to the maximum extent permitted by applicable law. This release includes, without limitation, all Claims: relating to your employment by and termination of employment with the Company; of wrongful discharge; of breach of contract; of discrimination or retaliation under federal, state, or local law (including, without limitation, Claims of discrimination or retaliation under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Rehabilitation Act of 1973, the Civil Rights Act of 1991, the Americans with Disabilities Act of 1991 (ADA), the Family and Medical Leave Act (FMLA), the Age Discrimination In Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA), the Employee Retirement Income Security Act (ERISA), the Worker Adjustment and Retraining Notification Act (WARN), the California Labor Code, the California Fair Employment and Housing Act (FEHA), the Massachusetts Fair Employment Practices Act, Massachusetts General Laws ch. 151B, and any other federal, state, or local statute or regulation regarding discrimination in employment or the termination of employment; any claims or