EX-10.1



 Exhibit 10.1 
 Alnylam Pharmaceuticals, Inc. 
 2013 Annual Incentive Program

 Summary Description 
 In
February 2013, the Compensation Committee of the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (“Alnylam” or the “Company”) approved the 2013 Annual Incentive Program (the “Bonus Plan”) to
incent and reward all regular employees based upon their performance relative to pre-established 2013 corporate and individual goals and objectives, and retain company employees by establishing an important element of Alnylam’s total rewards
package consistent with Alnylam’s compensation philosophy and operating strategy. 
 Eligibility 

All regular employees, who are employed by the Company both before October 1, 2013 and on December 31, 2013 (collectively, “Plan
Participants”), are eligible to receive an annual cash bonus (a “Bonus Award”) based upon achievement of individual and corporate goals and objectives for 2013. The Compensation Committee may, in its discretion, include employees who
join the Company after October 1, 2013 as Plan Participants. Bonus Awards for Plan Participants who have been employed with the Company for less than one year as of December 31, 2013 may be pro-rated by the Compensation Committee, in its
discretion. 
 Goals 
 The
corporate goals for 2013 were proposed by the Company’s executive officers and approved by the Board. Bonus Awards for the Company’s executive officers will be based entirely upon achievement of the corporate goals and each executive
officer’s contributions to the achievement of those goals. Individual objectives for Plan Participants who are non-executive officers were approved by the Committee. Individual objectives for all other Plan Participants were approved by the
employees’ direct supervisor and the appropriate officer of the Company. 
 Awards 

Under the Bonus Plan, each Plan Participant has an established target award, as set forth in the table below, representing a percentage of the Plan
Participant’s annual base salary for 2013 (a “Target Award”). 
  

					
	 2013 Annual Incentive Program Target
Awards
	 
	 Title/Level
	  	Target Award
(% of 
Base Salary)	 
	 Chief Executive Officer
	  	 	60	% 
	 President and Chief Operating Officer
	  	 	50	% 
	 Executive Vice President
	  	 	50	% 
	 Senior Vice President
	  	 	40	% 
	 Vice President
	  	 	30	% 
	 Senior Director/Director
	  	 	20	% 
	 Associate Director
	  	 	15	% 
	 All Other Regular Employees
	  	 	7.5	% 








 Bonus Awards under the Bonus Plan, if any, will be determined by first establishing a bonus pool (the
“Bonus Pool”). The Bonus Pool will be calculated by (1) aggregating each Plan Participant’s Target Award and then (2) multiplying that sum by a modifier established by the Compensation Committee that is based on the
Company’s performance as measured against the 2013 corporate goals (the “Corporate Performance Level”). The Corporate Performance Level for 2013 will range from 0% to 115%; provided, however, that the Corporate Performance Level can
only exceed 100% upon the achievement of specified clinical development goals and further provided that, if the Corporate Performance Level for 2013 falls below a threshold of 50%, no Bonus Awards will be paid under the Bonus Plan. 

The Bonus Pool will then be allocated among the Plan Participants based upon a consideration of each Plan Participant’s title/level and salary (as
reflected by their Target Award percentage) and (i) with respect to Plan Participants who are executive officers, the Corporate Performance Level, as well as each executive officer’s contributions to achievement of the 2013 corporate
goals, and (ii) with respect to all other Plan Participants, their 2013 year-end performance ratings, which shall be determined by their performance against their individual objectives for 2013, overall job performance and support of the
Company’s core values. 
 The Compensation Committee retains the discretion under the Bonus Plan to adjust upward or downward any Bonus
Award and/or the Bonus Pool as it deems appropriate. 
 In December 2013, the Compensation Committee plans to evaluate the Company’s
performance against the established corporate goals, as well as the individual performance and contributions of the Plan Participants, establish the Bonus Pool and determine the amount of the Bonus Awards, if any, to be granted under the Bonus Plan.
Any Bonus Awards granted to Plan Participants under the Bonus Plan are expected to be made in cash and to be paid in January 2014. 

Administration; Amendment 
 The Bonus
Plan is administered by the Compensation Committee. The Compensation Committee has full power and authority to interpret and make all decisions regarding the Bonus Plan, and its decisions and interpretations are 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.