Item 8.01. Other Events.
On March 29, 2020, Moderna, Inc. (“Moderna” or the “Company”) issued a press release that provides an update on the impact of COVID-19 on the Company’s business operations and clinical program development. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On March 29, 2020, the Company entered into an Executive Retention Agreement (the “Agreement”) with Tal Zaks, M.D., the Company’s Chief Medical Officer (“CMO”), which sets forth the terms of Dr. Zaks’ continued services as the Company’s CMO through at least September 30, 2021 (the “Retention Date”). The Agreement will be effective through the Retention Date or the last date of Dr. Zaks’ employment, if different, as set forth therein (the “Retention Period”).
During the Retention Period, Dr. Zaks’ base salary will continue to be as set by the Company’s Chief Executive Officer and the Compensation and Talent Committee (the “Committee”) and subject to periodic review and adjustments at the discretion of the Committee. During the Retention Period, Dr. Zaks will also remain eligible to participate in the Company’s Amended and Restated Executive Severance Plan (the “Severance Plan”) subject to the terms and conditions of the Severance Plan.
Provided that Dr. Zaks remains continuously employed by the Company through the Retention Date, or in the event that Dr. Zaks’ employment is terminated by the Company without Cause (as defined in the Severance Plan) prior to the Retention Date, the Company will pay Dr. Zaks aone-time cash bonus of $1,000,000 (the “Retention Bonus”), subject to tax withholding under applicable law.
Upon Dr. Zaks’ termination of employment on or after the Retention Date for any reason other than for Cause or in the event that the Company terminates Dr. Zaks’ employment without Cause prior to the Retention Date, then subject to Dr. Zaks’ agreement to a general release and certain other standard terms and conditions, any options to purchase the Company’s common stock granted to Dr. Zaks under the Company’s equity plans, to the extent vested, exercisable and outstanding immediately prior to such termination, will remain exercisable for two years following the date of such termination (but in no event later than the original expiration date applicable to such option).
The above summary is not complete and is qualified in its entirety by the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
