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EXHIBIT 10.2
 SIRNA THERAPEUTICS, INC.
2005 PERFORMANCE INCENTIVE PLAN
TERMS AND CONDITIONS OF INCENTIVE STOCK OPTION
 1.
    
    General.
   2.
    
    Vesting; Limits on Exercise.
  
    
    Cumulative Exercisability. To the extent that the Option is
vested and exercisable, the Grantee has the right to exercise
the Option (to the extent not previously exercised), and such
right shall continue, until the expiration or earlier
termination of the Option.
    
    No Fractional Shares. Fractional share interests shall be
disregarded, but may be cumulated.
    
    Minimum Exercise. No fewer than 100 (subject to adjustment
under Section 7.1 of the Plan) shares of Common Stock may be
purchased at any one time, unless the number purchased is the
total number at the time exercisable under the Option.
    
    ISO Value Limit. If the aggregate fair market value of the shares with respect to which ISOs (whether granted under the
Option or otherwise) first become exercisable by the Grantee
in any calendar year exceeds $100,000, as measured on the
applicable Award Dates, the limitations of Section 5.1.2 of
the Plan shall apply and to such extent the Option will be
rendered a nonqualified stock option.




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3.
    
    Continuance of Employment/Service Required; No Employment/Service Commitment.
   4.
    
    Method of Exercise of Option.
  
    
    a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the
completion of such other administrative exercise procedures as the Administrator may require from time to time,
    
    payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer
to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements
and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common
Stock already owned by the Grantee, valued at their Fair Market Value
on the exercise date, provided, however, that
any shares initially acquired upon exercise of a stock option or otherwise from the Corporation must have been
owned by the Grantee for at least six (6) months before the date of such exercise;
    
    any written statements or agreements required pursuant to Section 8.1 of the Plan; and
    
    satisfaction of the tax withholding provisions of Section 8.5 of the Plan.




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5.
    
    Early Termination of Option.
 5.1 Expiration Date th
 5.2 Possible Termination of Option upon Certain Corporate Events.
 5.3 Termination of Option upon a Termination of Grantees Employment or Services. Severance
Date
 
    
    other than as expressly provided below in this Section 5.3,
(a) the Grantee will have until the date that is 3 months
after his or her Severance Date to exercise the Option (or
portion thereof) to the extent that it was vested on the
Severance Date, (b) the Option, to the extent not vested on
the Severance Date, shall terminate on the Severance Date, and
(c) the Option, to the extent exercisable for the 3-month
period following the Severance Date and not exercised during
such period, shall terminate at the close of business on the
last day of the 3-month period;
    
    if the termination of the Grantees employment or services is
the result of the Grantees death or Total Disability (as
defined below), (a) the Grantee (or his beneficiary or
personal representative, as the case may be) will have until
the date that is 12 months after the Grantees Severance Date
to exercise the Option, (b) the Option, to the extent not
vested on the Severance Date, shall terminate on the Severance
Date, and (c) the Option, to the extent exercisable for the
12-month period following the Severance Date and not exercised
during such period, shall terminate at the close of business
on the last day of the 12-month period;
    
    if the Grantees employment or services are terminated by the
Corporation or a Subsidiary for Cause (as defined below), the
Option (whether vested or not) shall terminate on the
Severance Date.
 Total Disability
 Cause
 (1)
    
    has been negligent in the discharge of his or her duties to the Corporation or
any of its Subsidiaries, has refused to perform stated or assigned duties or is
incompetent in or (other than by reason of a disability or analogous condition)
incapable of performing those duties;




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(2)
    
    has been dishonest or committed or engaged in an act of theft, embezzlement or
fraud, a breach of confidentiality, an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential information; has
breached a fiduciary duty, or willfully and materially violated any other duty, law,
rule, regulation or policy of the Corporation, any of its Subsidiaries or any
affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a
felony or misdemeanor (other than minor traffic violations or similar offenses);(3)
    
    has materially breached any of the provisions of any agreement with the
Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or(4)
    
    has engaged in unfair competition with, or otherwise acted intentionally in a
manner injurious to the reputation, business or assets of, the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has
improperly induced a vendor or customer to break or terminate any contract with the
Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its
Subsidiaries; or has induced a principal for whom the Corporation, any of its
Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries acts as
agent to terminate such agency relationship.
   6.
    
    Non-Transferability.
  7.
    
    Notices.




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8.
    
    Plan.
 after
 9.
    
    Entire Agreement.
  10.
    
    Governing Law.
  11.
    
    Effect of this Agreement.
  12.
    
    Counterparts.
  13.
    
    Section Headings.