Exhibit 10.14  Christoph Westphal Name of Employee  SIRTRIS PHARMACEUTICALS, INC. Amended and Restated 2004 Incentive
Plan  Restricted Stock Award Agreement  Sirtris
Pharmaceuticals, Inc. 200 Technology
Square Cambridge, MA 02139  Ladies and
Gentlemen:  The undersigned (i) acknowledges that he has received an award
(the Award) of restricted stock from Sirtris Pharmaceuticals, Inc. (the Company)
under the Amended and Restated 2004 Incentive Plan (the Plan), subject to the
terms set forth below and in the Plan; (ii) further acknowledges receipt
of a copy of the Plan as in effect on the date hereof; and (iii) agrees
with the Company as follows:  1.             Effective Date.  This Agreement
shall take effect as of January 2, 2008, which is the date of grant of the
Award.  2.             Shares Subject to Award.  The
Award consists of 150,000 shares (the Shares) of common stock of the Company
(Stock).  The undersigneds rights to the Shares are subject to the
restrictions described in this Agreement and the Plan (which is incorporated
herein by reference with the same effect as if set forth herein in full) in
addition to such other restrictions, if any, as may be imposed by law.  3.             Meaning of Certain Terms.  Except
as otherwise expressly provided, all terms used herein shall have the same
meaning as in the Plan.  The term vest as used herein with respect to
any Share means the lapsing of the restrictions described herein with respect
to such Share.  4.             Nontransferability of Shares. 
The Shares acquired by the undersigned pursuant to this Agreement shall not be
sold, transferred, pledged, assigned or otherwise encumbered or disposed of
except as provided below and in the Plan.  5.             Accelerated Vesting of Unvested Shares Upon
Termination Without Cause or for Good Reason.  If the
undersigned is terminated by the Company without Cause (as defined below), the
undersigned terminates his employment for Good Reason (as defined below) or the
undersigneds employment terminates as a result of the undersigneds death or
disability, to the extent there are any unvested Shares,  all of the unvested Shares shall vest with
respect to an additional one year of vesting (provided that a minimum of 25% of
such unvested Shares shall vest).  For the purposes of this
Agreement, the term Cause shall mean (i) the undersigneds willful
failure to perform, or gross negligence in the performance of, his duties and
responsibilities to the Company and its affiliates which is not remedied within
thirty (30) days of notice thereof; (ii) material breach by the
undersigned of any material provision of this Agreement or any other agreement
with the Company or any of its affiliates which is not remedied within thirty
(30) days of notice thereof; (iii) fraud, embezzlement or other dishonesty
with respect to the Company and any of its affiliates, taken as a whole, which,
in the case of such other dishonesty, causes or could reasonably be expected to
cause material harm to the Company and any of its affiliates, taken as a whole;
or (iv) the undersigneds conviction of a felony.


For
the purposes of this Agreement, the term Good Reason shall mean, without the
undersigneds consent, the occurrence of any one or more of the following
events:  (i) material diminution in
the nature or scope of the undersigneds responsibilities, duties or authority,
provided that in the absence ofa Change of Control none of the following shall
constitute Good Reason: (x) the Companys failure to continue the
undersigneds appointment or election as a director or officer of any of its
affiliates or (y) any diminution in the nature or scope of the undersigneds
responsibilities, duties or authority that is reasonably related to a
diminution of the business of the Company or any of its affiliates; (ii) any
diminution in position, base salary or bonus or in the nature or scope of the
Undersigneds responsibilities, duties or authorityin
anticipation of or after a Change of Control, it being specifically
acknowledged that the undersigneds failure to continue as Chief Executive
Officer of the Company and to serve on the Board of Directors of the Company
(and any parent company directly or indirectly owning or controlling 50% or
more of the securities of the Company after the Change of Control) shall
constitute Good Reason; (iii) a reduction in the undersigneds base
salary other than one temporary reduction of not more than 120 days and not in
excessof 20% of the undersigneds base salary in connection with and in
proportion to a general reduction of the base salaries of the Companys
executive officers; (iv) failure of the Company to provide the undersigned
the salary or benefits in accordance with the undersigneds Employment
Agreement dated as of January 3, 2008 by and between the undersigned and
the Company  after thirty (30) days
notice during which the Company does not cure such failure; or (v) relocation
of the undersigneds office more than thirty-five (35) miles from the location
of the Companys principal offices as of January 1, 2008.  6.             Accelerated Vesting of Unvested Shares After a Change
of Control.  If a Change of Control (as defined
below) occurs before the undersigneds employment terminates, all unvested
Shares will immediately become vested. 
For the purposes of this Agreement, the term Change of Control shall
mean: (i) the acquisition of beneficial ownership (as defined in Rule 13d-3
under the Exchange Act) directly or indirectly by any person (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act), of securities
of the Company representing a majority or more of the combined voting power of
the Companys then outstanding securities, other than an acquisition of
securities for investment purposes pursuant to a bona fide financing of the
Company; (ii) a merger or consolidation of the Company with any other
corporation in which the holders of the voting securities of the Company prior
to the merger or consolidation do not own more than 50% of the total voting
securities of the surviving corporation; or (iii) the sale or disposition
by the Company of all or substantially all of the Companys assets other than a
sale or disposition of assets to an affiliate of the Company or a holder of
securities of the Company.  7.             Forfeiture Risk.  If the
undersigned ceases to be employed by the Company and its subsidiaries for any
reason other than as specified in Section 5 or 6 above, any then
outstanding and unvested Shares acquired by the undersigned hereunder shall be
automatically and immediately forfeited.  With respect to any Shares that
are forfeited under this Section 7 or Section 5 above, the
undersigned hereby (i) appoints the Company as the attorney-in-fact of the
undersigned to take such actions as may be necessary or appropriate to
effectuate a transfer of the record ownership of any such shares that are unvested
and forfeited hereunder, (ii) agrees to deliver to the Company, as a
precondition to the issuance of any certificate or certificates with respect to
unvested Shares hereunder, one or more stock powers, endorsed in blank, with
respect to such Shares, and (iii) agrees to sign such other powers and
take such other actions as the Company may reasonably request to accomplish the
transfer or forfeiture of any unvested Shares that are forfeited hereunder.  8.             Retention of Certificates.  Any
certificates representing unvested Shares shall be held by the Company. 
If unvested Shares are held in book entry form, the undersigned agrees that the
Company may give stop transfer instructions to the depository to ensure
compliance with the provisions hereof.  2


9.             Vesting of Shares.  The shares
acquired hereunder shall vest in accordance with the provisions of this Section 9
and applicable provisions of the Plan, as follows: 20% of the Shares on January 1,
2010, an additional 30% of the Shares on January 1, 2011, and an
additional 50% of the Shares on January 1, 2012, provided that, the
portion of the Shares that would otherwise vest on January 1, 2012 (the Final
Tranche) will vest as follows, if earlier than January 1, 2012:  (a) one-half of the Final Tranche (25%
of the total number of Shares) shall vest upon completion of a Board approved
corporate partnership for a SIRT1 activator that the Board determines to be significant
for this purpose and (b) one-half of the Final Tranche (25% of the total
number of the Shares) shall vest upon positive clinical efficacy data for a
Sirtris NCE SIRT1 activator as demonstrated by safely meeting the primary
efficacy endpoint of a Sirtris-sponsored Phase 2a or 2b clinical trial in Type
2 diabetes, obesity or a metabolic syndrome.  Notwithstanding the
foregoing, no shares shall vest on any vesting date specified above unless the
undersigned is then, and since the date of grant has continuously been,
employed by the Company or its subsidiaries.  10.           Legends.  Any certificates
representing unvested Shares shall be held by the Company, and any such
certificate shall contain legend substantially in the following form:  THE TRANSFERABILITY OF
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE
TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE AMENDED AND RESTATED 2004
INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE
REGISTERED OWNER AND SIRTRIS PHARMACEUTICALS, INC.  COPIES OF SUCH PLAN
AND AGREEMENT ARE ON FILE IN THE OFFICES OF SIRTRIS PHARMACEUTICALS, INC.  As soon as practicable following the vesting of any
such Shares the Company shall cause a certificate or certificates covering such
vested Shares to be issued and delivered to the undersigned without the first
legend set forth above referencing the Restricted Stock Award Agreement. 
If any Shares are held in book-entry form, the Company may take such steps as
it deems necessary or appropriate to record and manifest the restrictions
applicable to such Shares.  11.           Dividends, etc..  The undersigned
shall be entitled to (i) receive any and all dividends or other
distributions paid with respect to those Shares of which he is the record owner
on the record date for such dividend or other distribution, and (ii) vote
any Shares of which he is the record owner on the record date for such vote; provided, however, that any property
(other than cash) distributed with respect to a share of Stock (the associated
share) acquired hereunder, including without limitation a distribution of
Stock by reason of a stock dividend, stock split or otherwise, or a
distribution of other securities with respect to an associated share, shall be
subject to the restrictions of this Agreement in the same manner and for so
long as the associated share remains subject to such restrictions, and shall be
promptly forfeited if and when the associated share is so forfeited; and further provided, that the
Administrator may require that any cash distribution with respect to the Shares
other than a normal cash dividend be placed in escrow or otherwise made subject
to such restrictions as the Administrator deems appropriate to carry out the
intent of the Plan.  References in this Agreement to the Shares shall 
refer, mutatis mutandis, to any
such restricted amounts.  12.           Sale of Vested Shares.The
undersigned understands that he will be free to sell any Share once it has
vested, subject to (i) satisfaction of any applicable tax withholding
requirements with respect to the vesting or transfer of such Share; (ii) the
completion of any administrative steps (for example, but without limitation,
the transfer of certificates) that the Company may reasonably impose; and (iii) applicable
requirements of federal and state securities laws.  3


13.           Certain Tax Matters.  The
undersigned expressly acknowledges the following:  a.             The undersigned has been advised to confer promptly with
a professional tax advisor to consider whether the undersigned should make a
so-called 83(b) election with respect to the Shares.  Any such
election, to be effective, must be made in accordance with applicable
regulations and within thirty (30) days following the date of this Award. 
The Company has made no recommendation to the undersigned with respect to the
advisability of making such an election.  b.             The award or vesting of the Shares acquired hereunder,
and the payment of dividends with respect to such Shares, may give rise to wages
subject to withholding.  The undersigned expressly acknowledges and agrees
that his rights hereunder are subject to his promptly paying to the Company in
cash (or by such other means as may be acceptable to the Company in its
discretion, including, if the Administrator so determines, by the delivery of
previously acquired Stock or shares of Stock acquired hereunder or by the
withholding of amounts from any payment hereunder) all taxes required to be
withheld in connection with such award, vesting or payment.   Very truly yours,/s/ Christoph Westphal(Signature of Employee)  Dated: January 2,
2008  The foregoing
Restricted Stock Award Agreement is
hereby accepted:  SIRTRIS
PHARMACEUTICALS, INC.   By
  /s/ Garen Bohlin  4