EX-10.3



 Exhibit 10.3 

ALNYLAM PHARMACEUTICALS, INC. 

Restricted Stock Agreement 
  

					
	Name of Participant:		 		
			
	Number of shares of restricted common stock awarded:		 		
			
	Grant Date:		 		

 Alnylam Pharmaceuticals, Inc. (the “Company”) has selected you to receive the restricted stock award
described above, which is subject to the provisions of the Company’s Amended and Restated 2009 Stock Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Electronic acceptance of this
Agreement pursuant to the Company’s instructions (including through an online acceptance process) is acceptable. Please confirm your acceptance of this restricted stock award and of the terms and conditions of this Agreement by signing a copy
of this Agreement where indicated below. 
  

			
	ALNYLAM PHARMACEUTICALS, INC.
		
	By:		  

			[insert name and title]


  

	
	Accepted and Agreed:
	
	   

	[insert name of Participant]








 ALNYLAM PHARMACEUTICALS, INC. 

Restricted Stock Agreement 

The terms and conditions of the award of shares of restricted common stock of the Company (the “Restricted Shares”) made to the
Participant, as set forth on the cover page of this Agreement, are as follows: 
 1. Issuance of Restricted Shares. 

(a) The Restricted Shares are issued to the Participant, effective as of the Grant Date (as set forth on the cover page of this Agreement), in
consideration of employment services rendered and to be rendered by the Participant to the Company. 
 (b) The Restricted Shares will
initially be issued by the Company in book entry form only, in the name of the Participant. Following the vesting of any Restricted Shares pursuant to Section 2 below, the Company shall, if requested by the Participant, issue and deliver to the
Participant a certificate representing the vested Restricted Shares. The Participant agrees that the Restricted Shares shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the restrictions on transfer set
forth in Section 4 of this Agreement. 
 2. Vesting. 

(a) Vesting Schedule. Unless otherwise provided in this Agreement or the Plan, the Restricted Shares shall vest in accordance with the
following vesting schedule: [        ]% of the total number of Restricted Shares shall vest on the first anniversary of the Grant Date and [        ]% of the total
number of Restricted Shares shall vest at the end of each successive [        ] period following the first anniversary of the Grant Date, through and including the
[        ] anniversary of the Grant Date. Any fractional number of Restricted Shares resulting from the application of the foregoing percentages shall be rounded down to the nearest whole number of Restricted
Shares. 
 (b) Acceleration of Vesting. Notwithstanding the foregoing vesting schedule, all unvested Restricted Shares shall vest
effective (i) immediately prior to a Reorganization Event involving the liquidation or dissolution of the Company (as defined in the Plan), and (ii) immediately upon the Participant’s death if the Participant dies while in employment
or service with the Company. 
 3. Forfeiture of Unvested Restricted Shares Upon Employment Termination. 

In the event that the Participant ceases to be employed by, a director of, or a consultant or advisor to the Company for any reason or no
reason, with or without cause, all of the Restricted Shares that are unvested as of the time of such termination from the Company, as well as any Accrued Dividends (as defined below) declared by the Company with respect to such unvested Restricted
Shares, shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such termination of employment. The Participant hereby authorizes the Company to take any actions
necessary or appropriate to 







 
cancel any certificate(s) representing forfeited Restricted Shares and transfer ownership of such forfeited Restricted Shares to the Company; and if the Company or its transfer agent requires an
executed stock power or similar confirmatory instrument in connection with such cancellation and transfer, the Participant shall promptly execute and deliver the same to the Company. The Participant shall have no further rights with respect to any
Restricted Shares, or any Accrued Dividends with respect to such Restricted Shares, that are so forfeited. If the Participant is employed by a subsidiary of the Company, any references in this Agreement to employment with the Company shall instead
be deemed to refer to employment with such subsidiary. 
 4. Restrictions on Transfer. 

The Participant shall not sell, assign, transfer, pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Participant may transfer such Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles,
aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee (collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Participant and/or Approved Relatives,
provided that such Restricted Shares shall remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such
permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or
substantially all of the shares of capital stock of the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this
Agreement. 
 5. Restrictive Legends. 

The book entry account reflecting the issuance of the Restricted Shares in the name of the Participant shall bear a legend or other notation
upon substantially the following terms: 
 “These shares of stock are subject to forfeiture provisions and restrictions on transfer set
forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is available for inspection without charge at the office of the Secretary of
the corporation.” 
 6. Rights as a Shareholder. 

Except as otherwise provided in this Agreement, for so long as the Participant is the registered owner of the Restricted Shares, the
Participant shall have all rights as a shareholder with respect to the Restricted Shares, whether vested or unvested, including, without limitation, any rights to receive dividends and distributions with respect to the Restricted Shares and to vote
the Restricted Shares and act in respect of the Restricted Shares at any meeting of shareholders. Notwithstanding the foregoing, any dividends, whether in cash, stock or property, declared and paid by the Company with respect to unvested Restricted
Shares (“Accrued Dividends”) shall be paid to the Participant, without interest, only if and when such Restricted Shares vest. 

  
 - 2 - 








 7. Provisions of the Plan. 

This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement. 

8. Tax Matters. 
 (a)
Acknowledgments; Section 83(b) Election. The Participant acknowledges that he or she is responsible for obtaining the advice of the Participant’s own tax advisors with respect to the acquisition of the Restricted Shares and the
Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Participant understands that the Participant
(and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares and any Accrued Dividends with respect to such Restricted
Shares. The Participant acknowledges that he or she has been informed of the availability of making an election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the issuance of the Restricted Shares and that the
Participant has decided not to file a Section 83(b) election. 
 (b) Withholding. The Participant acknowledges and agrees that
the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. On each date on
which Restricted Shares vest, the Company shall deliver written notice to the Participant of the amount of withholding taxes due with respect to the vesting of the Restricted Shares that vest on such date; provided, however, that the total tax
withholding cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable
income). The Participant shall satisfy such tax withholding obligations by transferring to the Company, on each date on which Restricted Shares vest under this Agreement, such number of Restricted Shares that vest on such date as have a fair market
value (calculated using the last reported sale price of the common stock of the Company on the NASDAQ National Market on the trading date immediately prior to such vesting date) equal to the amount of the Company’s tax withholding obligation in
connection with the vesting of such Restricted Shares. Such delivery of Restricted Shares to the Company shall be deemed to happen automatically, without any action required on the part of the Participant, and the Company is hereby authorized to
take such actions as are necessary to effect such delivery. 
 9. Data Privacy Consent. 

In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and
affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone
number, date of birth and other information that is necessary or desirable for the administration 

  
 - 3 - 








 
of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Participant (i) authorizes the Company to collect, process, register and
transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Participant may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information
in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Participant shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law. 
 10. Miscellaneous. 

(a) Authority of Compensation Committee. In making any decisions or taking any actions with respect to the matters covered by this
Agreement, the Compensation Committee shall have all of the authority and discretion, and shall be subject to all of the protections, provided for in the Plan. All decisions and actions by the Compensation Committee with respect to this Agreement
shall be made in the Compensation Committee’s discretion and shall be final and binding on the Participant. 
 (b) No Right to
Continued Employment. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her continued employment by the Company, this Agreement does not constitute an
express or implied promise of continued employment or confer upon the Participant any rights with respect to continued employment by the Company. 

(c) Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of
Delaware without regard to any applicable conflicts of laws provisions. 
 (d) Participant’s Acknowledgments. The Participant
acknowledges that he or she has read this Agreement, has received and read the Plan, and understands the terms and conditions of this Agreement and the Plan. 

  
 - 4 - 








 ALNYLAM PHARMACEUTICALS, INC. 

Restricted Stock Unit Award Agreement 

Granted Under Amended And Restated 2009 Stock Incentive Plan 
  

					
	Name of Grantee:	  	 	  	
			
	No. of Restricted Stock Units	  	 	  	
			
	Grant Date:	  	 	  	

 Pursuant to the Alnylam Pharmaceuticals, Inc. Amended and Restated 2009 Stock Incentive Plan as amended
through the date hereof (the “Plan”), Alnylam Pharmaceuticals, Inc (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an “Award”) to the Grantee named above. Each Restricted
Stock Unit shall relate to one share of Common Stock, par value $0.01 per share (the “Stock”) of the Company. 
 1.
Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred,
pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of
the Plan and this Agreement. 
 2. Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this
Agreement shall lapse on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains an employee of the Company or a Subsidiary on such Dates. If a series of Vesting Dates is specified, then the restrictions and
conditions in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date. 
  

			
	 Incremental Number of

Restricted Stock Units Vested
	 	Vesting Date
	
                    ( 
     %)
	 	 
	
                    ( 
     %)
	 	 
	
                    ( 
     %)
	 	 
	
                    ( 
     %)
	 	 

 Notwithstanding the foregoing, this award will become fully vested in the event the Grantee dies while
employed by the Company or a Subsidiary prior to the Final Vesting Date. 
 The Administrator may at any time accelerate the vesting
schedule specified in this Paragraph 2. 
 3. Termination of Employment. If the Grantee’s employment with the Company and its
Subsidiaries terminates for any reason other than death prior to the satisfaction of the vesting 







 
conditions set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited, and neither the
Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in such unvested Restricted Stock Units. 

4. Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and one-half months
after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement on
such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares. 
 5.
Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of
the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 

6. Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the
authority to cause the required minimum tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that
would satisfy the withholding amount due or (ii) requiring the Grantee to sell sufficient shares to cover the withholding amount. 
 7.
Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term
deferrals” as described in Section 409A of the Code. 
 8. No Obligation to Continue Employment. Neither the Company nor
any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the
employment of the Grantee at any time. 
 9. Integration. This Agreement constitutes the entire agreement between the parties with
respect to this Award and supersedes all prior agreements and discussions between the parties concerning such subject matter. 
 10. Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may
process any and all personal or professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the
administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes the Company to collect, process, 

  
 - 2 - 








 
register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights the Grantee may have with respect to the Relevant Information; (iii) authorizes
the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which the Relevant Companies consider appropriate. The Grantee shall have
access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

11. Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or
delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	ALNYLAM PHARMACEUTICALS, INC
		
	By:		  

			Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Grantee (including through an online acceptance process) is acceptable. 
  

							
	Dated:		 				 
							Grantee’s Signature
				
							Grantee’s name and address:


  
 - 3 -