Executive Retention Agreement

Employees can greatly benefit from retention agreements. However, before you sign one, here are some details to consider: Retention agreements are contracts that incentivize high-performing employees to stay. The agreements provide financial incentives to persuade employees to stay after a merger or acquisition. We understand the details and negotiation points of the different types of individual board agreements, including changes to control agreements, employment contracts, termination agreements, deferred compensation agreements, and holdback agreements. c. Retirement Program. In the event that the Company adopts a retirement plan or program that applies to the Officers of the Company, notwithstanding the terms of this Agreement, the Officer may decide to terminate his or her employment with the Company under the terms of such retirement plan or program, in which case the terms of this Agreement shall not apply. For the sake of clarity, the agent may elect to operate under the terms of this Agreement or under the terms of such a pension plan or program, and there is no express or implied warranty that such plan or program will be adopted by the Company. If you have questions about retention agreements, contact a labour lawyer. Such regulations are sometimes called « golden parachutes » because they protect food for thinking that leaves the company.

There are single- and double-trigger changes in the control regulations. Single-trigger provisions only require the occurrence of a change of control event, such as a merger. B, so that the manager has a vested right to compensation. A double trigger change in the control layout requires the occurrence of a control event, such as a merge. B, as well as the subsequent separation of the service manager. After the separation of the manager – either due to involuntary dismissal or voluntary and motivated dismissal – the manager would receive remuneration. Here are some things companies should keep in mind when it comes to retention agreements: In addition, executives should seek to protect themselves from a change in control. Although such arrangements are generally included in employment and departure agreements, we have successfully negotiated these provisions either as a stand-alone agreement or as part of an executive retention agreement. The benefit of a change of control is peace of mind – the manager knows he will receive compensation and benefits if the manager loses his position in certain circumstances, such as after a merger of the company. Another scenario is when a business is closed. If this is the case, retention agreements can be used to entice people to stay to complete liquidation operations.

7. Entire Agreement. This Agreement constitutes the entire agreement between the Officer and the Company with respect to the Officers` relationship with the Company and supersedes all prior agreements and understandings between the parties with respect to the Officers` relationship with the Company, including the specific letter of offer from and between the Company and the Officer dated February 15, 2017; provided that, for the avoidance of doubt, the restrictive covenants and each of the supply agreements applicable to officers on outstanding share allocations remain in place. Retention agreements often appear in merger and acquisition (M&A) scenarios. By retaining key executives, there will likely be fewer hiccups during the M&A process and beyond. In these situations, employers who want to ensure the leader`s ongoing loyalty and commitment and believe it is in the best interest of their company and shareholders will provide the leader with an additional incentive to continue their employment. Such agreements ensure that the leader continues to maximize the value of the company instead of focusing on the potential loss of his position. The motivation usually takes the form of a bonus, severance pay or both, as well as the provision of other benefits that the employer deems necessary to retain the manager. One.

Treatment of equity premiums. Any outstanding share allocation owned or granted by the Officer under the 2016 Stock Option and Allocation Plan of Moderna Therapeutics, Inc. (as amended, the 2016 Plan) or Moderna, Inc. The 2018 Stock Option and Incentive Plan (the 2018 Plan and, together with the 2016 Plan, the Plans) will continue to be subject to the terms and conditions of the Plans and the supply agreements applicable on the effective date. Retaining the most successful people is a priority. The first step is to create effective retention agreements. THEREFORE, taking into account the mutual obligations and agreements contained herein and other good and valuable considerations, the preservation and relevance of which are hereby acknowledged, the parties agree as follows: a. Salary.

During the retention period, the officers` base salary will continue to be determined by the Chief Executive Officer and approved by the Company`s Compensation and Talent Committee (the « Compensation Committee ») and will be payable twice a month in accordance with the Company`s normal payroll practices, subject to withholding tax under applicable law. Executive salaries will continue to be subject to periodic review and adjustment at the discretion of the Chief Executive Officer and the Compensation Committee. e. Vacations. During the retention period, the Manager has the right to leave in accordance with the Company`s vacation policies that apply from time to time. To ensure that our site works well for all users, the SEC monitors the frequency of requests for content SEC.gov to ensure that automated searches do not interfere with the ability of others to access content SEC.gov. We reserve the right to block IP addresses that make excessive requests. Current policies limit users to a total of no more than 10 requests per second, regardless of the number of computers used to send requests. Note that this policy may change if the SEC manages to SEC.gov to ensure that the site operates efficiently and remains available to all users. 12. Notices.

All notices, requests, requests and other communications provided for in this Agreement will be sufficient if delivered in writing and in person or by a nationally recognized night courier service or by registered or registered mail, prepaid, acknowledgment of receipt requested, to the Manager at the last address that the Manager has filed in writing with the Company, or, in the case of the Company, in its principal offices, for the attention of the Planche. b. All benefits in kind and eligible expenses granted under this Agreement will be provided by the Company or incurred by the Officer during the periods set forth in this Agreement. All refunds must be paid as soon as administratively possible, but in no case after the last day of the taxation year following the taxation year in which the expense was incurred. For best practices for efficiently downloading information from SEC.gov, including the latest EDGAR submissions, see sec.gov/developer. You can also sign up for email updates to the SEC Open Data program, including best practices that make downloading data more efficient and improvements SEC.gov that can affect scripted download processes. For more information, please contact opendata@sec.gov. Your request rate has exceeded the maximum number of requests allowed per sec second.

Your access to SEC.gov is limited to 10 minutes. The e-mail address cannot be subscribed. Please try again. has. Severance pay. During the retention period, the officer will continue to participate in the Corporation`s amended and adjusted management severance plan (the severance plan) and will be entitled to all benefits and payments under that plan in the event of an eligible termination event (as defined in the severance plan), subject to the terms of the severance plan. provided that a change in the functions of managers set out herein is not a good reason for the purposes of the severance plan. The amount of benefits in kind or recoverable expenses awarded in one taxation year does not affect benefits in kind to be provided or eligible expenses in another taxation year (with the exception of a lifetime restriction or other comprehensive restriction on medical expenses). .