exv10w1






Exhibit 10.1




Alnylam Pharmaceuticals, Inc.




2009 Annual Incentive Program




Summary Description




In February 2009, the Compensation Committee of the Board of Directors (the “Board”) of Alnylam
Pharmaceuticals, Inc. (“Alnylam” or the “Company”) established the 2009 Annual Incentive Program
(the “Bonus Plan”) to incent and reward eligible leadership employees based upon their performance
relative to pre-established 2009 corporate and individual goals and objectives, and retain company
leadership by establishing an important element of Alnylam’s total rewards package consistent with
Alnylam’s compensation philosophy and operating strategy.



Eligibility




Members of Alnylam’s leadership team, as defined by Alnylam’s Chief Executive Officer, including
the Chief Executive Officer, President and Chief Operating Officer, Chief Scientific Officer, Vice
Presidents, and Directors and equivalent level leadership team members, that are employed by the
Company before July 1, 2009 and on the day awards are granted under the Bonus Plan, are eligible to
receive an annual cash bonus based upon the achievement of individual and corporate goals and
objectives for 2009 (collectively, “Plan Participants”).



Goals




The corporate goals for 2009 were proposed by the Company’s Executive Officers and approved by the
Board. Individual objectives focus on contributions that facilitate the achievement of the
Company’s corporate goals. The Compensation Committee approved the individual objectives for the
Company’s Executive Officers and Vice Presidents. The individual objectives for the other Plan
Participants have been approved by the Company’s Chief Executive Officer.



Awards




Awards under the Bonus Plan, if any, will be determined by first establishing a Plan Participant’s
individual award, which will be based upon performance against individual objectives for 2009. Each
Plan Participant has an established target opportunity under the Bonus Plan, as set forth in the
table below, representing a percentage of the Plan Participant’s base salary for 2009. The
individual award will range from 0% to 100% of the Plan Participant’s target opportunity (capped at
100% of the target opportunity) based upon the Plan Participant’s individual performance against
his or her 2009 objectives.



	 	 	 	 	 
	2009 Annual Incentive Program Target Opportunities
	Band — Title	 	Target Opportunity
	Chief Executive Officer
	 	 	50	%
	President and Chief Operating Officer
	 	 	30	%
	Chief Scientific Officer
	 	 	30	%
	Senior Vice President/Vice President
	 	 	20	%
	Senior Director/Director
	 	 	12	%
	Associate Director
	 	 	7	%






 









 






     A corporate performance modifier will then be applied to the individual award. The corporate
performance modifier will range from 0% to 100% and will be based upon the Company’s performance
against the 2009 corporate goals; provided, however, that if corporate performance for 2009 falls
below a threshold of 50%, the corporate performance modifier will be 0%. The Compensation
Committee retains the ability under the Bonus Plan to exercise its discretion in adjusting an award
higher or lower as it deems appropriate under the specific circumstances. At the end of 2009, the
Compensation Committee will evaluate individual and corporate performance against the established
goals and objectives and determine the amount of the awards, if any, to be granted under the Bonus
Plan. All awards under the Bonus Plan will be made in cash and paid in January 2010.



Administration; Amendment




The Bonus Plan will be administered by the Compensation Committee of the Board. The Compensation
Committee shall have full power and authority to interpret and make all decisions regarding the
Bonus Plan, which decisions and interpretations shall be final and binding on all Plan
Participants. The Compensation Committee or the full Board may amend the Bonus Plan in any manner
at any time without the consent of any Plan Participant.