exhibit1026302020






                                                                                 EXHIBIT 10.2    June 2, 2020   David Meline  [***]  [***]    Re:    Offer of Employment by ModernaTX, Inc.   Dear David,          ModernaTX,  Inc.  (the  “Company”)  is  pleased  to  confirm,  contingent  on  receiving  appropriate  references and the successful completion of a background check/drug screen, its offer to employ you as  Chief Financial Officer, reporting to the Chief Executive Officer. Your effective date of hire will be on or  before June 8, 2020 (the “Start Date”), and you will perform services for the Company as a regular, full- time employee. The initial terms of your employment, should you accept this offer, are set forth below.          This a full-time, exempt level position. Your base salary will be at the rate of $600,000.00 (USD)  per year.  All wages will be paid in accordance with the Company’s normal biweekly pay schedule for  salaried employees, and is subject to change by the Company.  Your base salary will be subject to  periodic review and adjustment at the Company’s discretion.          You will be eligible to earn an annual performance bonus.  The Company will initially target the  bonus at up to 50% of your annual salary rate (pro-rated based on your Start Date, provided that your  Start Date is on or before October 1 of the applicable calendar year).   If your Start Date is after October  1, you will not be eligible for a bonus for the calendar year in which you were hired.  The actual bonus  percentage  is  discretionary  and  will  be  subject  to  the  Company’s  assessment  of  your  performance,  as  well  as  business  conditions  at  the  Company.   The  bonus  also  will  be  subject  to  approval  by  and  adjustment at the discretion of the Company and the terms of any applicable bonus plan.  The bonus, if  any, will be paid no later than March 15 of the calendar year following the calendar year to which such  bonus relates.  You must be employed on the date a bonus is paid to receive that bonus.          Subject  to  the  commencement  of  your  employment  with  the  Company,  the  Company  will  recommend to the Board of Directors (the “Board”) of the Company’s parent entity (“Parent”), that you be  eligible to participate in Moderna’s equity incentive program and be granted, at such time as the Board so  determines, an equity award equivalent to a total value of $8,600,000.00 as of the grant date (such equity  award is referred to as the “New Hire Equity Award”).  The New Hire Equity Award will be made on July 6,  2020 and vesting will start on that date.  Subject to the Board’s approval of the New Hire Equity Award,  the  New  Hire  Equity  Award  will  vest  according  to  the  following  schedule:  25%  of  the  New  Hire  Equity  Award will vest on the first anniversary of the date of grant, and the remaining 75% of the New Hire Equity  Award  will  vest  in  equal  calendar  quarterly  installments  over  the  next  three  (3)  years,  provided  that,  in  each case, you continue to provide continuous services to the Company as of each such vesting date.  For this purpose, continuous services will include service as an employee of the Company, service as a  member of the Company’s Board  of Directors, or, in the event that you are an employee of the Company  for at least 2 years from the date of the New Hire Equity Award, service as a strategic consultant to the  Company  pursuant  to  a  mutually  agreeable  consulting  agreement  that  would  provide  for  continued  vesting of your New Hire Equity Award during the consulting period which shall run at least through the  date that is 4 years from the date of the New Hire Equity Award.  You will have the option to have your  New  Hire  Equity  Award  granted  in  the  form  of  one  of  two  options:  Non-Qualified  Stock  Options  and  Restricted Stock Units, with 75% in value delivered in the form of Non-Qualified Stock Options and 25% in  value  delivered  in  the  form  of  Restricted  Stock  Units,  OR  100%  in  value  delivered  in  the  form  of  Non-  {00032234.5} 





 






Qualified Stock Options.  You will communicate this choice to us no later than July 2, 2020.  In the event  of a stock split, stock consolidation or similar event prior to the grant of the New Hire Equity Award, the  number  of  shares subject  thereto  shall  be  adjusted  proportionately.  The  grant  price  of  the  New Hire  Equity Award will be equal to the closing price on the day of grant. The grant of the New Hire Equity  Award  will  be  conditioned  upon,  among  other  things,  your  execution  of  all  necessary  documentation  relating  to  the  New  Hire  Equity  Award  as  determined  by  the  Company  (all  such  documentation  is  collectively referred to as the “New Hire Equity Award Documentation”). The New Hire Equity Award will  be subject to the terms and conditions set forth in the New Hire Equity Award Documentation.                  Further, subject to the Board’s approval, and provided your start date is on or before October 1st  of the applicable calendar year, you  will be  eligible  to receive an annual equity award related to your  performance  for  the  eligible  performance  period  (the  “Annual  Equity  Award”).  Annual  Equity  Awards  typically will be issued in the first quarter of the year following the performance period.  The grant date  target value  of  an  Annual  Equity  Award will  be  estimated  at  $4,000,000.00.   Your  first Annual  Equity  Award, if any, will be pro-rated based upon your start date. Targets may be modified up or down based on  your individual performance. Annual equity guidelines are subject to change and may be updated based  on  market  conditions.  Subject  to  the Board’s approval  of  the  Annual  Equity  Award, the  Annual  Equity  Award will vest according to the following schedule: 25% of the Annual Equity Award will vest on the first  anniversary of the date of grant, and the remaining 75% of the Annual Equity Award will vest in equal  calendar quarterly installments over the next three (3) years, provided that, in each case, you continue to  provide continuous services to the Company as of each such vesting date. For this purpose, continuous  services will include service as an employee of the Company, service as a member of the Company’s  Board  of Directors, or, in the event that you are an employee of the Company for at least 2 years from  the date of the New Hire Equity Award, service as a strategic consultant to the Company pursuant to a  mutually agreeable consulting agreement that would provide for continued vesting of your 2021 Annual  Equity Award during the consulting period which shall run at least through the date that is 4 years from  the New Hire Equity Award.    In the event of a stock split, stock consolidation or similar event prior to the  grant of the Annual Equity Award, the number of shares subject thereto shall be adjusted proportionately.   The grant price of the Annual Equity Award will be equal to the closing price on the day of grant. The  grant  of  the  Annual  Equity  Award  will  be  conditioned upon,  among  other things,  your  execution  of  all  necessary documentation relating to the Annual Equity Award as determined by the Company (all such  documentation  is  collectively  referred  to  as  the  “Annual  Equity  Award  Documentation”).  The  Annual  Equity  Award  will  be  subject  to  the  terms  and  conditions  set  forth  in  the  Annual  Equity  Award  Documentation.           Further, if you receive an Annual Equity Award, you will be able to participate in the Company’s  Your Equity Selection (YES) program. This program enables you to choose to receive your Annual Equity  Award, if any, in the form of Non-Qualified Stock Options or Restricted Stock Units, or a mix of both based  on a pre-defined set of choices. This allows you to elect a mix that suits your individual financial needs.  All existing and future equity programs and all individual equity grants are subject to prior approval by the  Board.                   In  addition  to  your  compensation,  you  may  take  advantage  of  various  benefits  offered  by  the  Company  from  time  to  time,  subject  to  any  eligibility  requirements.   Currently  the  Company  provides  group medical and  dental  insurance,  short term  disability coverage,  group life insurance  and a  401(k)  plan.  These benefits, of course, may be modified, changed or eliminated from time to time at the sole  discretion of the Company, and the provision of such benefits to you in no way changes or impacts your  status as an at-will employee.  Where a particular benefit is subject to a formal plan (for example, medical  insurance or life insurance), eligibility to participate in and receive any particular benefit is governed solely  by the applicable plan document.  Should you ever  have  any questions about Company benefits, you  should ask for a copy of the applicable plan document.  You will also be eligible for vacation pursuant to  the Company’s policies in effect from time to time.                    All  forms  of  compensation  referred  to  in  this  offer  letter  are  subject  to  reduction  to  reflect  applicable withholding and payroll taxes and other deductions required by law.    {00032234.5}                                     





 






       You acknowledge and agree that employment with the Company is “at will.” You are not being  offered  employment  for  a  definite  period  of  time,  and  either  you  or  the  Company  may  terminate  the  employment  relationship  at  any  time  and  for  any  reason  without  prior  notice  and  without  additional  compensation  to  you.    Similarly,  this  offer  letter  sets  forth  the  initial  terms  and  conditions  of  your  employment, which are subject to change at any time at the Company’s discretion.  Although your job  duties, title, reporting structure, compensation and benefits, as well as the Company's personnel policies  and  procedures,  may  change  from  time  to  time,  the  “at-will”  nature  of  your  employment  may  only  be  changed by a written agreement signed by you and the Chief Executive Officer, which expressly states  the intention to modify the at-will nature of your employment.          Your normal place of work will be Cambridge, Massachusetts; however, it is understood that the  Company may change your normal place of work according to the Company’s future needs.            As  a  condition  of  the  commencement  of  your  employment,  you  are  required  to  enter  into  an  Employee  Confidentiality,  Assignment,  Nonsolicitation  and  Noncompetition  Agreement  (the  “Restrictive  Covenants Agreement”, a copy of which is enclosed with this offer letter. This offer is conditioned on your  representation  that  you  are  not subject to any confidentiality,  non-competition  agreement  or  any  other  similar type of restriction that may affect your ability to devote full time and attention to your work at the  Company.   If  you  have  entered  into  any  agreement  that  may  restrict  your  activities  on  behalf  of  the  Company, please provide me with a copy of the agreement as soon as possible.  You further represent  that you have not  used  and will not  use or  disclose any trade secret  or other proprietary right  of  any  previous employer or any other party.          The Immigration Reform and Control Act requires employers to verify the employment eligibility  and identity of new employees.  You will receive a Form I-9 that you will be required to complete.  Please  bring the appropriate documents listed on that form with you when you report for work.  We will not be  able to employ you if you fail to comply with this requirement.          This  offer  letter  and  the  enclosed  Restrictive  Covenants  Agreement  constitute  the  complete  agreement  between  you  and  the  Company,  contain  all  of  the  terms  of  your  employment  with  the  Company and supersede any prior agreements, representations or understandings (whether written, oral  or implied) between you and the Company.            Please  indicate  your  acceptance  of  this  offer  by  signing  and  dating  this  offer  letter  and  the  enclosed Restrictive Covenants Agreement (PDF by email) and returning it by June 5, 2020.           David, we look forward to your joining the Company and are pleased that you will be working with  us to build a transformative company for patients.                                                                                              /s/ Tracey Franklin      Accepted and Agreed:   David Meline   /s/ David Meline                June 3, 2020            Date     {00032234.5}