EXECUTIVE RETENTION AGREEMENT
This Executive Retention Agreement (this Agreement) is entered into effective as of March 29, 2020 (the Effective Date) between Tal Zaks, M.D. (the Executive) and Moderna, Inc. (the Company, together with Executive, the Parties).
WHEREAS, the Executive currently serves as the Companys Chief Medical Officer; and
WHEREAS, the Board of Directors wishes to enter into this Agreement with the Executive to set forth the terms of the Executives continued services to the Company through at least September 30, 2021 (the Retention Date).
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Retention Period; Duties.
a. Term and Position. This Agreement shall be effective from the Effective Date through the Retention Date or the last day of Executives employment, if different, as set forth herein (the Retention Period). The Executive shall continue to serve as the Companys Chief Medical Officer during the Retention Period. Nothing in this Agreement changes the at will nature of the Executives employment with the Company.
b. Duties. During the Retention Period, the Executive shall continue to report to the Companys Chief Executive Officer (the CEO) and shall have the duties and responsibilities as set out by the CEO and the Companys Board of Directors.
c. Work Location and Travel. The Executives place of work during the Retention Period shall continue to be in Cambridge, Massachusetts, with such business travel as the CEO and the Executive shall mutually agree.
2. Compensation During the Retention Period.
a. Salary. During the Retention Period, the Executives base salary shall continue to be as set by the CEO and approved by the Companys Compensation and Talent Committee (the Compensation Committee), payable semi-monthly in accordance with the Companys normal payroll practices, subject to tax withholding under applicable law. The Executives salary will continue to be subject to periodic review and adjustments at the discretion of the CEO and the Compensation Committee.
b. Bonus. The Executive shall continue to be eligible to receive an annual incentive bonus under the Companys Senior Executive Cash Incentive Bonus Plan, including with respect to fiscal year 2020, as determined and approved by the Companys Compensation Committee.