Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(c) and (e) On May 11, 2022, the Company filed the Original Form 8-K, which
disclosed, among other things, that, effective May 11, 2022, David Meline agreed
to continue as Chief Financial Officer of the Company. This Current Report on
Form 8-K/A hereby amends the Original Form 8-K to disclose that on May 27, 2022,
the Company and Mr. Meline entered into an Updated Executive Retirement and
Strategic Consulting Agreement (the "Updated Retirement and Consulting
Agreement"), which supersedes the terms of the Executive Retirement and
Strategic Consulting Agreement entered between Mr. Meline and the Company on
April 10, 2022. The Updated Retirement and Consulting Agreement sets forth the
terms of Mr. Meline's continued service as Chief Financial Officer of the
Company and his voluntary retirement from the Company on December 31, 2022, or
such earlier date that the Company's successor Chief Financial Officer commences
employment (the "Retirement Date").
Until the Retirement Date, Mr. Meline will continue to receive his current base
salary and benefits and continue to vest in any outstanding unvested equity.
After the Retirement Date, Mr. Meline will provide consulting services for the
Company to March 2, 2026 (the "Strategic Consulting Period"). In return for such
services, and subject to Mr. Meline's agreement to a general release and certain
other standard terms and conditions, Mr. Meline will (a) continue to vest,
through July 8, 2024, in (i) the unvested portions of his new hire equity award
granted on July 6, 2020 and (ii) the options and restricted stock units awarded
in connection with his 2021 annual equity grant issued on February 9, 2021; and
(b) continue to vest, through March 2, 2026, in the unvested portions of his
2022 annual equity award granted on March 1, 2022.
Further, the Company agreed to award Mr. Meline his 2022 annual bonus award at
target, prorated to his dates of employment at the Company in 2022.
Additionally, provided that Mr. Meline does not voluntarily resign prior to the
Retirement Date, any options to purchase the Company's common stock granted to
Mr. Meline under the Moderna, Inc. 2018 Stock Option and Incentive Plan, to the
extent vested, exercisable and outstanding at the end of the Strategic
Consulting Period will remain exercisable through twelve months following the
end of the Strategic Consulting Period (or until the original expiration date of
such option, if earlier).
The above summary is not complete and is qualified in its entirety by the
Updated Retirement and Consulting 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.
Exhibit
No. Description
10.1 Updated Executive Retirement and Strategic Consulting Agreement,
dated May 27, 2022, between ModernaTX, Inc. and David Meline
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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