EX-10.20





 Exhibit 10.20 

MODERNA, INC. 
 2018
EMPLOYEE STOCK PURCHASE PLAN 
 The purpose of the Moderna, Inc. 2018 Employee Stock Purchase Plan (“the Plan”) is to provide
eligible employees of Moderna, Inc. (the “Company”) and each Designated Company (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). An aggregate of 810,000 shares of Common Stock have been approved and reserved for this purpose, plus on January 1, 2020 and each January 1 thereafter, the number of shares of Common Stock reserved and available for issuance
under the Plan shall be cumulatively increased by the lesser of (i) 3,240,000 shares of Common Stock, (ii) one percent of the number of shares of Common Stock of the Company issued and outstanding on the immediately preceding
December 31 or (iii) such lesser number of shares of Common Stock as determined by the Administrator. 
 The Plan includes two
components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). It is
intended for the 423 Component to constitute an “employee stock purchase plan” within the meaning of Section 423(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the 423 Component shall be
interpreted in accordance with that intent (although the Company makes no undertaking or representation to maintain such qualification). In addition, this Plan authorizes the grant of options under the Non-423
Component that does not qualify as an “employee stock purchase plan” under Section 423 of the Code. Except as otherwise provided herein, the Non-423 Component will operate and be administered in
the same manner as the 423 Component. 












 1. Administration. The Plan will be administered by the person or persons (the
“Administrator”) appointed by the Company’s Board of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal such rules, subplans, guidelines and practices
for the administration and operation of the Plan and for its own acts and proceedings as it shall deem advisable, including to accommodate the specific requirements of local laws, regulations and procedures for jurisdictions outside of the United
States; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise
supervise the administration of the Plan. All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants. No member of the Board or individual exercising administrative authority
with respect to the Plan shall be liable for any action or determination made in good faith with respect to the Plan or any option granted hereunder. 

2. Offerings. The Company will make one or more offerings to eligible employees to purchase Common Stock under the Plan
(“Offerings”). Unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each June 1st and December 1 and will end on
the last business day occurring on or before the following November 30th and May 30, respectively. The Administrator may, in its discretion, designate a different period for any Offering,
provided that no Offering shall exceed 27 months in duration or overlap any other Offering. 

  
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 3. Eligibility. All individuals classified as employees on the payroll records of the
Company and each Designated Company are eligible to participate in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering Date”) they are customarily employed by the
Company or a Designated Company for more than 20 hours a week, unless the exclusion of employees who do not meet this requirement is not permissible under applicable law, and have completed at least 30 days of employment. Notwithstanding any other
provision herein, individuals who are not contemporaneously classified as employees of the Company or a Designated Company for purposes of the Company’s or applicable Designated Company’s payroll system are not considered to be eligible
employees of the Company or any Designated Company and shall not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a Designated Company for any purpose, including, without
limitation, common law or statutory employees, by any action of any third party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding, such individuals shall,
notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing, the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Company on the
Company’s or Designated Company’s payroll system to become eligible to participate in a plan which is equivalent to this Plan is through the adoption of a subplan, which specifically renders such individuals eligible to participate
therein. 

  
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 4. Participation. 

(a) Participants. An eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by
submitting (either in electronic or written form, according to procedures established by the Company) an enrollment form to his or her appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as
shall be established by the Administrator for the Offering). 
 (b) Enrollment. The enrollment form will (a) state a whole
percentage to be contributed from an eligible employee’s Compensation (as defined in Section 11) per pay period, (b) authorize the purchase of Common Stock in each Offering in accordance with the terms of the Plan and (c) specify
the exact name or names in which shares of Common Stock purchased for such individual are to be issued or transferred pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have waived the
right to participate. Unless a Participant submits (either in electronic or written form, according to procedures established by the Company) a new enrollment form or withdraws from the Plan, such Participant’s contributions and purchases will
continue at the same percentage of Compensation for future Offerings, provided he or she remains eligible. 
 (c) Notwithstanding the
foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code and any applicable law. 

5. Employee Contributions. Each eligible employee may authorize payroll deductions at a minimum of 1 percent up to a maximum of
50 percent of such employee’s Compensation for each pay period; provided, however, that if payroll deductions are not permitted or problematic under applicable law or for administrative reasons, the Company, in its discretion, may allow
eligible employees to contribute to the Plan by other means. The Company will maintain book accounts showing the amount of payroll deductions or other contributions made by each Participant for each Offering. No interest will accrue or be paid on
payroll deductions or other contributions, unless required under applicable law. 

  
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 6. Contribution Changes. Except as may be determined by the Administrator in advance
of an Offering, a Participant may not increase or decrease his or her payroll deduction during any Offering, but may increase or decrease his or her contributions with respect to the next Offering (subject to the limitations of Section 5) by
submitting (either in electronic or written form, according to procedures established by the Company) a new enrollment form at least 15 business days before the next Offering Date (or by such other deadline as shall be established by the
Administrator for the Offering). The Administrator may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her contributions during an Offering. 

7. Withdrawal. A Participant may withdraw from participation in the Plan by submitting a notice of withdrawal to his or her appropriate
payroll location (either in electronic or written form, according to procedures established by the Company). The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s withdrawal, the Company will
promptly refund such individual’s entire account balance under the Plan to him or her (after payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an employee may not begin
participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance with Section 4. 

  
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 8. Grant of Options. On each Offering Date, the Company will grant to each eligible
employee who is then a Participant in the Plan an option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price hereinafter provided for, the lowest of (a) a number of shares of
Common Stock determined by dividing such Participant’s accumulated contributions on such Exercise Date by the lower of (i) 85 percent of the Fair Market Value of the Common Stock on the Offering Date, or (ii) 85 percent of
the Fair Market Value of the Common Stock on the Exercise Date, (b) 3,000 shares; or (c) such other lesser maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided, however,
that such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable only to the extent of such Participant’s accumulated payroll deductions and/or other contributions on the Exercise Date.
The purchase price for each share purchased under each Option (the “Option Price”) will be 85 percent of the Fair Market Value of the Common Stock on the Offering Date or the Exercise Date, whichever is less. 

Notwithstanding the foregoing, no Participant may be granted an Option hereunder if such Participant, immediately after the Option was
granted, would be treated as owning stock possessing 5 percent or more of the total combined voting power or value of all classes of stock of the Company or any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding
sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual right to purchase shall be treated as stock owned by the
Participant. In addition, no Participant may be granted an Option which permits his or her rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents and Subsidiaries, to accrue at a rate which
exceeds $25,000 of the fair market value of such stock (determined on the Option grant date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding sentence is to comply with
Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in which they were granted. 

  
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 9. Exercise of Option and Purchase of Shares. Each employee who continues to be a
Participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common Stock reserved for the purpose of the Plan as his or her
accumulated contributions on such date will purchase at the Option Price, subject to any other limitations contained in the Plan. Any amount remaining in a Participant’s account at the end of an Offering solely by reason of the inability to
purchase a fractional share will be carried forward to the next Offering; any other balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant promptly. 

If a Participant has more than one Option outstanding under the Plan, unless he or she otherwise indicates in agreements or notices delivered
hereunder: (i) each agreement or notice delivered by that Participant shall be deemed to apply to all of his or her Options under the Plan; and (ii) an Option with a lower Option Price (or an earlier granted Option, if different Options
have identical Option Prices) shall be exercised to the fullest possible extent before an Option with a higher Option Price (or a later granted Option if different Options have identical Option Prices) shall be exercised. 

10. Issuance of Certificates. Certificates, or book entries for uncertificated shares, representing shares of Common Stock purchased
under the Plan may be issued only in the name of the employee or, if permitted by the Administrator, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or in the name of a broker authorized by
the employee to be his, her or their, nominee for such purpose. 

  
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 11. Definitions. 

The term “Affiliate” means any entity that is directly or indirectly controlled by the Company which does not meet the definition of
a Subsidiary below, as determined by the Administrator, whether new or hereafter existing. 
 The term “Compensation” means the
amount of base pay, prior to salary reduction pursuant to Sections 125, 132(f) or 401(k) of the Code or comparable reductions under laws outside the United States, but excluding overtime, commissions, incentive or bonus awards, allowances and
reimbursements for expenses such as relocation allowances or travel expenses, income or gains on the exercise, vesting or settlement of Company equity incentive awards, and similar items. The Administrator shall have the discretion to determine the
application of this definition to Participants outside of the United States. 
 The term “Designated Company” means any present or
future Affiliate or Subsidiary (as defined below) that has been designated by the Administrator to participate in the Plan. The Administrator may so designate any Affiliate or Subsidiary, or revoke any such designation, at any time and from time to
time, either before or after the Plan is approved by the stockholders and may further designate such companies as participating in the 423 Component or the Non-423 Component. For purposes of the 423 Component,
only Subsidiaries may be Designated Companies. The current list of Designated Companies is attached hereto as Appendix A. 

  
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 The term “Fair Market Value of the Common Stock” on any given date means the fair
market value of the Common Stock determined in good faith by the Administrator; provided, however, that if the Common Stock is admitted to quotation on the Nasdaq Global Market or another national securities exchange, the determination shall be made
by reference to the closing price on such date. If there is no closing price for such date, the determination shall be made by reference to the last date preceding such date for which there is a closing price. 

The term “Initial Public Offering” means the first day when trading prices for the Common Stock are reported on Nasdaq Global Market
or another national securities exchange, pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended, covering the offer and sale by the Company of its Common Stock. 

The term “Parent” means a “parent corporation” with respect to the Company, as defined in Section 424(e) of the Code.

 The term “Participant” means an individual who is eligible as determined in Section 3 and who has complied with the
provisions of Section 4. 
 The term “Subsidiary” means a “subsidiary corporation” with respect to the Company, as
defined in Section 424(f) of the Code. 
 12. Rights on Termination of Employment. Unless otherwise required by applicable law,
if a Participant’s employment terminates for any reason before the Exercise Date for any Offering, no contributions will be taken from any pay due and owing to the Participant and the balance in the Participant’s account will be paid to
such Participant or, in the case of such Participant’s death, if permitted by the Administrator, to his or her designated beneficiary as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to have
terminated employment, for this purpose, if the corporation that employs him or her, having 

  
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been a Designated Company, ceases to be an Affiliate or a Subsidiary, as applicable, or if the employee is transferred to any corporation other than the Company or a Designated Company. An
employee will not be deemed to have terminated employment for this purpose, if the employee is on an approved leave of absence for military service or sickness or for any other purpose approved by the Company, if the employee’s right to
reemployment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides in writing. 

13. Special Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the
employees of a particular Designated Company, whenever the Administrator determines that such rules are necessary or appropriate for the implementation of the Plan in a jurisdiction where such Designated Company has employees; provided that if such
rules are inconsistent with the requirements of Section 423(b) of the Code, these employees will participate in the Non-423 Component. Any special rules established pursuant to this Section 13 shall, to the extent possible, result in the
employees subject to such rules having substantially the same rights as other Participants in the Plan. 
 14. Optionees Not
Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay or other contributions shall deem such Participant to be a holder of the shares of Common Stock covered by an Option under the Plan until
such shares have been purchased by and issued or transferred to him or her. 
 15. Rights Not Transferable. Rights under the Plan are
not transferable by a Participant other than by will or the laws of descent and distribution, and are exercisable during the Participant’s lifetime only by the Participant. 

  
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 16. Application of Funds. All funds received or held by the Company under the Plan
may be combined with other corporate funds and may be used for any corporate purpose; unless otherwise required under applicable law. 
 17.
Adjustment in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved
for the Plan and the share limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper effect to such event. 

18. Amendment of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the
approval within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved for the Plan or making any other change that would require stockholder approval in order for the 423 Component of
the Plan, as amended, to qualify as an “employee stock purchase plan” under Section 423(b) of the Code. 
 19. Insufficient
Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the
Plan, the shares then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf of each Participant that would otherwise be used to purchase Common Stock on such Exercise Date. 

  
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 20. Termination of the Plan. The Plan may be terminated at any time by the Board.
Upon termination of the Plan, all amounts in the accounts of Participants shall be promptly refunded. The Plan shall automatically terminated on the ten year anniversary of the date of the Company’s Initial Public Offering. 

21. Compliance with Law. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to completion of any
registration or qualification of the Common Stock under any U.S. or non-U.S. local, state or federal securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange
Commission (“SEC”) or of any other governmental regulatory body, and to obtaining any approval or other clearance from any U.S. and non-U.S. local, state or federal governmental agency, which
registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Company is under no obligation to register or qualify the Common Stock with the SEC or any other U.S. or non-U.S. securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of such stock. 

22. Governing Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with the
General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, applied without regard
to conflict of law principles. 
 23. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued
Common Stock, from shares held in the treasury of the Company, or from any other proper source. 
 24. Tax Withholding. Participation
in the Plan is subject to any minimum required tax withholding on income of the Participant in connection with the Plan. Each Participant agrees, by participating in the Plan, that the Company and its Affiliates and Subsidiaries shall


  
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have the right to deduct any Tax Liability from any payment of any kind otherwise due to the Participant, including shares of Common Stock issuable under the Plan. Where a Tax Liability arises in
connection with the Plan, the Company and/or a Designated Company may require that, as a condition of exercise of an Option and purchase of shares of Common Stock, a Participant must either: 

(a) make a payment to the Company, or otherwise as the Company directs, of an amount equal to the Company’s estimate of the amount of the
Tax Liability; or 
 (b) enter into arrangements acceptable to the Company to secure that such payment is made (whether by surrender of
shares of Common Stock, net share issuance, the sale of shares of Common Stock or otherwise). 
 For these purposes, “Tax
Liability” shall mean any amount of U.S. or non-U.S. federal, state or local income tax, social security (or similar) contributions, payroll tax, fringe benefits tax, payment on account and/or other tax-related items related to the participation in the Plan and legally applicable to the Participant, which the Company and/or an Affiliate or Subsidiary become liable to pay on the Participant’s behalf to the
relevant authorities in any jurisdiction. 
 25. Notification Upon Sale of Shares. Each Participant who is subject to tax in the
United States with respect to his or her participation in the Plan agrees, by entering the Plan, to give the Company prompt notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of
grant of the Option pursuant to which such shares were purchased or within one year after the date such shares were purchased. 
 26.
Effective Date and Approval of Shareholders. The Plan shall take effect on the date immediately preceding the date of the Company’s Initial Public Offering, subject to approval by the holders of a majority of the votes cast at a meeting
of stockholders at which a quorum is present or by written consent of the stockholders. 

  
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 APPENDIX A 

Designated Companies 

  
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