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                                                                    EXHIBIT 10.2

                                 ALKERMES, INC.

                        2002 RESTRICTED STOCK AWARD PLAN



                                   ARTICLE I

                                    PURPOSE

            The purpose of this 2002 Restricted Stock Award Plan (the
"Plan") is to reward selected eligible officers, directors and employees of and
consultants to Alkermes, Inc. and its subsidiaries (collectively, the "Company")
for their past services and/or to provide an incentive for their continued
service to the Company by awarding them shares of Common Stock, par value $.01
per share, of the Company.

                                   ARTICLE II

                                   DEFINITIONS

         For purposes of the Plan, the following terms shall have the following
meanings:

         Section 2.1   "ADMINISTRATOR" shall mean the Board or, if the Board has
delegated its responsibility to administer the Plan pursuant to Section 4.1, the
committee and/or subcommittee of the Board to which such responsibility has been
delegated.

         Section 2.2   "AWARD" shall mean any award representing shares of
Common Stock granted pursuant to Section 5.1.

         Section 2.3   "BOARD" shall mean the Board of Directors of the Company.

         Section 2.4   "CHANGE OF CONTROL" shall mean

         (a) The acquisition, directly or indirectly, other than from the
Company, by any person, entity or "group" (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), excluding, for this purpose, the Company, its subsidiaries, and
any employee benefit plan of the Company or its subsidiaries which acquires
beneficial ownership of voting securities of the Company) (a "Third Party") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of more than 50% of the combined voting power of the Company's
then outstanding voting securities entitled to vote generally in the election of
directors; or

         (b) Individuals who, as of June 12, 2002, constitute the Board (the
"Incumbent Directors") cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director subsequent to such date
whose election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a


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majority of the Incumbent Directors who are directors at the time of such vote
shall be, for purposes of this Agreement, an Incumbent Director; or

         (c) Consummation of (i) a reorganization, merger or consolidation, or
(ii) a liquidation or dissolution of the Company or the sale of all or
substantially all of the assets of the Company (whether such assets are held
directly or indirectly) to a Third Party;

except that any event or transaction which would be a "Change of Control" under
(a) or (c)(i) of this definition shall not be a "Change of Control" if persons
who were the shareholders of the Company immediately prior to such event or
transaction (other than the acquiror in the case of a reorganization, merger or
consolidation), immediately thereafter, beneficially own more than 50% of the
combined voting power of the Company's or the reorganized, merged or
consolidated company's then outstanding voting securities entitled to vote
generally in the election of directors.

         Section 2.5   "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

         Section 2.6   "EFFECTIVE DATE" shall mean the date on which the Plan is
adopted by the Board.

         Section 2.7   "PARTICIPANT" shall mean (a) employees of the Company,
(b) corporate officers of the Company, (c) directors of the Company and (d)
consultants to the Company.

         Section 2.8   "SUBSIDIARY" shall mean any corporation, limited
partnership, limited liability company or any other entity of which the Company
owns, directly or indirectly, more than 50% of the voting stock or equity or a
controlling interest.

         Section 2.9   "TERMINATION OF EMPLOYMENT" shall mean, as appropriate,
(a) the termination of a Participant's employment with the Company for reasons
other than a military or personal leave of absence granted by the Company, (b)
termination of a Participant's consulting relationship with the Company or (c)
termination of a Participant's service as a member of the Board.

                                  ARTICLE III

                                     SHARES

         Section 3.1   SHARES. No more than 500,000 shares of Common Stock may
be issued under the Plan. Shares of Common Stock subject to awards which have
been forfeited pursuant to the terms of this Plan may again be awarded pursuant
to the Plan. No Participant may receive awards covering more than 100,000 shares
of Common Stock during any calendar year.

         Section 3.2   COMMON STOCK SUBJECT TO AWARD. The shares of Common Stock
issued pursuant to this Plan may be unissued shares or treasury shares,
including shares bought on the open market. Shares of Common Stock issued
pursuant to the Plan shall be validly issued, fully paid and nonassessable.

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         In the event of any merger, reorganization, consolidation,
recapitalization, dividend (other than a regular cash dividend), stock split, or
other change in corporate structure affecting the Common Stock, such
substitution or adjustment shall be made in the maximum aggregate number of
shares of Common Stock that may be issued under this Plan, in the maximum number
of shares of Common Stock with respect to which an Award may be granted under
this Plan to any individual during any calendar year, and in the number of
shares of Common Stock subject to outstanding Awards, as may be determined to be
appropriate by the Administrator, in its sole discretion.

                                   ARTICLE IV

                                 ADMINISTRATION

         Section 4.1   ADMINISTRATION. The Plan shall be administered and
interpreted by the Board; provided, however, that the Board may delegate this
responsibility to a committee, which may in turn delegate this responsibility to
a subcommittee thereof, each such committee and subcommittee to be comprised of
two or more members of the Board.

         Section 4.2   DECISIONS FINAL. Any decision, interpretation or other
action made or taken in good faith by the Administrator arising out of or in
connection with the Plan shall be final, binding and conclusive on the Company,
all Participants, officers, employees, directors and consultants, and their
respective heirs, executors, administrators, successors and assigns.

                                   ARTICLE V

                                    AWARDS

         Section 5.1   AWARDS; FORFEITURE; PERFORMANCE GOALS. The Administrator
is authorized to grant Awards under the Plan to one or more Participants. Each
such Award shall represent the right to receive a specified number of shares of
Common Stock subject to (i) certain forfeiture provisions regarding such Awards
and/or (ii) the satisfaction of any applicable performance goals. The vesting
restrictions and/or performance goals, if any, will be set by the Administrator,
in its sole discretion, at the time the Award is made and may be based on
performance to be achieved by the Company or any Subsidiary, department or
function in which the Participant is employed. The performance goals for the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and
Senior Vice Presidents shall be based on one or more of the following: sales,
costs, earnings, shareholder return, market price of the Common Stock,
completion of specific goals such as acquisitions, new collaborations or product
development milestones or approvals or such other objective factors as the
Administrator may determine in its sole discretion. Performance may be measured
against specified targets or in relation to an industry peer group. Performance
goals relating to any particular Award need not be the same as those relating to
any other award, whether made at the same time or at a different time.

                  The persons to whom and the time or times at which Awards are
made, the number of shares of Common Stock subject to each Award, the forfeiture
provisions and/or the performance goals, if any, applicable to Awards



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and the other terms and provisions of Awards shall be wholly within the
discretion of the Administrator, subject to the limits prescribed in Article III
and Section 5.2.

         Section 5.2   AWARD TERMS. Subject to the limitations prescribed in
Section 5.1 above, an Award made under this Plan shall be on the terms stated in
clauses (a) through (e) below. The Administrator may specify additional terms
not inconsistent with this Plan by rules of general application or by specific
direction in connection with a particular Award or group of Awards.

         (a) Award Certificate. Awards granted pursuant to this Plan shall be
evidenced by a Restricted Stock Award Certificate in the form attached as
EXHIBIT A to this Plan. The Restricted Stock Award Certificate will specify the
number of shares of Common Stock subject to the Award and the applicable
forfeiture provisions and/or performance goals, if any. The Restricted Stock
Award Certificate may contain such other terms and conditions not inconsistent
with the provisions of the Plan as the Administrator considers necessary or
advisable to achieve the purposes of the Plan or to comply with applicable tax
and regulatory laws and accounting principles.

         (b) Forfeiture Provisions; Performance Goals.

                  (i) In the event no performance goals are applicable to an
Award, promptly after the forfeiture provisions applicable to such Award, if
any, lapse, a stock certificate representing the number of shares of Common
Stock specified in the Restricted Stock Award Certificate shall be issued and
registered in the name of, and delivered to, the recipient as of such date.

                  (ii) In the event performance goals are applicable to an
Award, promptly after the forfeiture provisions applicable to such Award, if
any, lapse, the Administrator shall determine whether the applicable performance
goals have been achieved. If the Administrator certifies that the applicable
performance goals have been achieved, a stock certificate representing the
number of shares of Common Stock specified in the Restricted Stock Award
Certificate shall be issued and registered in the name of, and delivered to, the
recipient as of such date. If the Administrator determines that the applicable
performance goals have not been achieved, the Award shall be forfeited.

                  (c) Termination of Employment. Unless otherwise determined by
the Administrator on or after the date of grant, in the event of a Participant's
Termination of Employment for any reason, any Award held by such Participant
which was subject to provisions of forfeiture, either because time periods had
not lapsed or goals were not achieved, on the date of such Termination of
Employment shall be forfeited.

                  (d) Change of Control. In order to preserve a Participant's
rights under an Award in the event of a Change of Control, the Administrator in
its discretion may, at the time an Award is made or at any time thereafter, take
one or more of the following actions with respect to any or all outstanding
Awards: (i) provide for immediate lapse of any forfeiture provisions, including
any performance goals, applicable to the Award, if not previously forfeited, at
which point a stock certificate representing the shares of Common Stock subject
thereto shall be issued

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and registered in the name of, and delivered to, the recipients, (ii) provide
for payment to the Participant of cash or other property with a fair market
value equal to the amount that would have been received upon issuance of the
Common Stock subject to the Award if such Common Stock were issued upon the
Change of Control, (iii) adjust the terms of the Award in a manner determined by
the Administrator to reflect the Change of Control, (iv) cause the Award to be
assumed, or new rights substituted therefor, by another entity, or (v) make such
other provision as the Administrator may, in its discretion, consider equitable
or appropriate to Participants and in the best interests of the Company.

                  (e) Fundamental Transactions. In the event the Company is
succeeded by another company in a reorganization, merger, consolidation,
acquisition of property or stock, separation or liquidation or any other
transaction occurs that affects the Common Stock such that an adjustment is
required in order to preserve the benefits intended to be provided by the Plan,
and the Administrator has not taken any action under Section 5.2(d) hereof, the
successor company or resulting entity shall assume all of the outstanding Awards
granted under this Plan or shall substitute new awards for them, which shall
provide that each Participant, at the same cost, shall be entitled upon the
lapse of the forfeiture provisions and the satisfaction of the performance
goals, if any and unless already achieved, applicable to such Award to receive
such securities as the Board of Directors (or equivalent governing body) of the
succeeding, resulting or other company shall determine to be equivalent, as
nearly as practicable, to the nearest whole number and class of shares of stock
or other securities to which the Participant would have been entitled under the
terms of the agreement governing the reorganization, merger, consolidation,
acquisition of property or stock, separation or liquidation as if, immediately
prior to such event, the Participant had been the holder of record of the number
of shares of Common Stock which were then subject to the outstanding Award
granted under this Plan.

                                   ARTICLE VI

                                  UNFUNDED PLAN

         Section 6.1   UNFUNDED STATUS. The Plan is intended to constitute an
"unfunded" plan for incentive compensation. With respect to any payment not yet
made to a Participant by the Company, nothing contained herein shall give any
such Participant any rights that are greater than those of a general creditor of
the Company.

                                  ARTICLE VII

                            TERMINATION AND AMENDMENT


         Section 7.1   TERMINATION OR AMENDMENT OF PLAN. The Board may at any
time amend, discontinue or terminate the Plan or any part thereof (including any
amendment deemed necessary to ensure that the Company may comply with any
regulatory requirement referred to in Article VIII) or amend any Award
previously granted, prospectively or retroactively (subject to Article V);
provided, however, that (a) in either case, unless otherwise required by law,
the rights of a Participant with respect to Awards granted prior to such
amendment, discontinuance or termination may not be impaired without the consent
of such Participant and (b) the Company will seek the approval of the Company's
shareholders for any amendment if (i) such amendment



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materially increases the benefits to Participants under the Plan or (ii) such
approval is necessary to comply with the Code, Federal or state securities laws,
the rules or regulations of any stock exchange or stock market on which the
Common Stock is listed or traded or any other applicable rules or regulations.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 8.1   NONASSIGNMENT. Unless otherwise determined by the
Administrator on or after the date of grant, any Award made hereunder and the
rights and privileges conferred hereby and by the Restricted Stock Award
Certificate shall not be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise), and shall not be subject to
execution, attachment or similar process. Upon any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of such Award, right or privilege
contrary to the provisions hereof (unless permitted by action of the
Administrator), or upon the levy of any attachment or similar process thereon,
such Award and the rights and privileges conferred hereby shall immediately
terminate and shall be immediately forfeited to the Company.

         Section 8.2   RIGHTS OF PARTICIPANT IN SHARES. A recipient of an Award
shall not be deemed to be the holder of, or to have the rights of a holder with
respect to, any shares of Common Stock subject to the Award unless and until
forfeiture provisions and/or performance goals, as applicable to an Award, lapse
or are achieved and certificates representing such shares of Common Stock are
issued to such person.

         Section 8.3   LEGEND.

         (a) The Company may require each person acquiring shares of Common
Stock upon lapse of the forfeiture provisions or achievement of performance
goals of an Award to represent to the Company in writing that the Participant is
acquiring the shares of Common Stock for the Participant's own account and
without a view to the distribution thereof. The stock certificates representing
such shares may include any legend which the Company deems appropriate to
reflect any restrictions on transfer.

         (b) All certificates representing shares of Common Stock delivered
under the Plan shall be subject to such stop transfer orders and other
restrictions as the Company may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock exchange
or stock market upon which the Common Stock is then listed or traded, any
applicable Federal or state securities law, and any applicable corporate law,
and the Company may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.

         Section 8.4   83(B) TAX ELECTIONS; WITHHOLDING.

         (a) Participants shall not be eligible to make an election under
Section 83(b) of the Code (a "Section 83(b) Election") with respect to the grant
of Awards under the Plan.


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Participants that are subject to the reporting requirements of Section 16(a) of
the Securities Exchange Act of 1934, as amended, may make a Section 83(b)
Election with respect to any issuance of shares of Common Stock pursuant to
Section 5.2(b) if they provide written notice to the Company on or before the
delivery of the stock certificates representing the shares that are to be
subject to the Section 83(b) Election.

         (b) In connection with its obligations to withhold Federal, state, city
or other taxes from amounts paid to Participants, the Company may make any
arrangements that are consistent with the Plan as it may deem appropriate.
Without limitation of the preceding sentence, the Company shall have the right
to reduce the number of shares of Common Stock otherwise required to be issued
to a Participant (or other recipient) in an amount that would have a fair market
value on the date of such issuance equal to all Federal, state, city or other
taxes as shall be required to be withheld by the Company pursuant to any statute
or other governmental regulation or ruling.

         Section 8.5   GOVERNING LAW. The Plan and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
Commonwealth of Pennsylvania without regard to the conflict of law principles
thereof.

         Section 8.6   CONSTRUCTION. Wherever any words are used in the Plan in
the masculine gender they shall be construed as though they were also used in
the feminine gender in all cases where they would so apply, and wherever any
words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply.

         Section 8.7   LIABILITY OF THE BOARD. No member of the Board nor any
employee of the Company or any of its Subsidiaries shall be liable for any act
or action hereunder, whether of omission or commission, by any other member of
the Board or officer or employee or by any agent to whom duties in connection
with the administration of the Plan have been delegated or, except in
circumstances involving bad faith, gross negligence or fraud, for anything done
or omitted to be done by himself or herself.

         Section 8.8   NO RIGHT TO EMPLOYMENT. Neither the Plan nor the grant of
any Award shall give any Participant or other officer, employee, consultant or
director any right with respect to continuance of office, employment, consulting
relationship or directorship, as the case may be, with the Company or any
Subsidiary, nor shall the Plan impose any limitation on the right of the Company
or any Subsidiary by which a Participant is employed to terminate a
Participant's office, employment or consulting relationship at any time. Neither
the Plan nor the grant of any Award shall give any director the right to
continue as a member of the Board or obligate the Company to nominate any
director for reelection by the Company's shareholders.

         Section 8.9   OTHER PLANS. Nothing contained in the Plan shall prevent
the Company from adopting other or additional compensation arrangements, and
such arrangements may be either generally applicable or applicable only in
specific cases.

         Section 8.10  NOTICES. Any notice required or permitted hereunder
shall be sufficiently given only if sent by registered or certified mail,
postage prepaid, addressed to


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Alkermes, Inc., 64 Sidney Street, Cambridge, Massachusetts 02139 and to a
Participant at the address on file with the Company on the date an Award is made
hereunder, or to such other address as either party may hereafter designate in
writing by notice similarly given by one party to the other.

         Section 8.11   SUCCESSORS. The Plan shall be binding upon and inure to
the benefit of any successors or assigns of the Company.

         Section 8.12   SEVERABILITY. If any part of this Plan shall be
determined to be invalid or void in any respect, such determination shall not
affect, impair, invalidate or nullify the remaining provisions of this Plan
which shall continue in full force and effect.

                                   ARTICLE IX

                                  TERM OF PLAN

         Section 9.1   EFFECTIVE DATE. The Plan shall be effective as of the
Effective Date, but the grant of any Award hereunder is subject to the express
condition that the Plan be approved by the shareholders of the Company within 12
months after the Effective Date.

         Section 9.2   TERMINATION DATE. Unless sooner terminated, the Plan
shall terminate ten years after the Effective Date and no Awards may be granted
thereafter. Termination of the Plan shall not affect Awards granted before such
date.


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                                   EXHIBIT A

                                 ALKERMES, INC.

                       RESTRICTED STOCK AWARD CERTIFICATE

                  This certifies that, pursuant to the 2002 Restricted Stock
Award Plan of Alkermes, Inc., the Administrator (as such term is defined in the
2002 Restricted Stock Plan) has granted an Award as follows:


                  Name and Address                Position of
                  of Participant:                 Participant:



                  Number of Shares
                  of Alkermes, Inc.
                  Common Stock Subject
                  to Award:



                  Date on which forfeiture provisions lapse:



                  Performance Goals:




                  The Award is subject to all the terms and conditions of the
aforementioned Plan, a copy of which is attached to this certificate.


Date: _________________________


                                               ALKERMES, INC.



                                               By: ___________________________

                                               Title: ________________________






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