exv10w16








	 	 	 	 	 



Exhibit 10.16




Alnylam Pharmaceuticals, Inc.

2010 Annual Incentive Program




Summary Description




In February 2010, the Compensation Committee of the Board of Directors (the “Board”) of Alnylam
Pharmaceuticals, Inc. (“Alnylam” or the “Company”) established the 2010 Annual Incentive Program
(the “Bonus Plan”) to incent and reward eligible leadership employees based upon their performance
relative to pre-established 2010 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, Vice Presidents, and Directors
and equivalent level leadership team members, that are employed by the Company before July 1, 2010
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 2010
(collectively, “Plan Participants”).




Goals




The corporate goals for 2010 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 2010.
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 2010. 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 2010 objectives.




	 	 	 	 	 
	2010 Annual Incentive Program Target Opportunities	 
	Band - Title	 	Target Opportunity	 
	Chief Executive Officer
	 	 	50	%
	President and Chief Operating 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 2010 corporate goals; provided, however, that if corporate performance for
2010 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 2010, 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 2011.



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.