EX-10.1



 Exhibit 10.1 

Alnylam Pharmaceuticals, Inc. 

2014 Annual Incentive Program 
 Summary
Description 
 In March 2014, the Compensation Committee of the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc.
(“Alnylam” or the “Company”) approved the 2014 Annual Incentive Program (the “Bonus Plan”) to incent and reward all regular employees based upon their performance relative to pre-established 2014 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, 2014 and on January 15, 2015 (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 2014. The Compensation Committee may, in its discretion, include employees who join the Company after October 1, 2014 as Plan Participants. Bonus Awards for Plan Participants who have been employed with the Company for
less than one year as of December 31, 2014 may be pro-rated by the Compensation Committee, in its discretion. 
 Goals 

The corporate goals for 2014 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 2014 (a “Target Award”). 

 
  

					
	 2014 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	% 
	 Senior Professionals
	  	 	10	% 
	 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 2014 corporate goals (the “Corporate Performance Level”). The Corporate Performance Level for 2014 will range from 0% to 120%; 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 2014 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 2014 corporate
goals, and (ii) with respect to all other Plan Participants, their 2014 year-end performance ratings, which shall be determined by their performance against their individual objectives for 2014, 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 2014, 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 2015. 
 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.