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Exhibit 10.2    
    


SIRTRIS PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2004 INCENTIVE PLAN  


1.     DEFINED TERMS  


        Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 



2.     PURPOSE  


        The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Awards. 


3.     ADMINISTRATION  


        The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant
Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. In the
case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent with qualifying
the Award for that exception. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties. 


4.     LIMITS ON AWARDS UNDER THE PLAN  


        (a)   Number of Shares.    The maximum number of shares of Stock that may be delivered
in satisfaction of Awards under the Plan shall be (i) the aggregate of 4,047,157 shares and all amounts previously added to such amount pursuant to clause (ii) of this
Section 4(a), plus (ii) as of the first day of each of fiscal 2008 through fiscal 2013, inclusive, an additional number of shares equal to the lesser of (x) 1,904,762 shares;
(y) 3.5% of the number of then-outstanding shares of Stock; and (z) such lesser number as determined by the Administrator. The number of shares of Stock delivered in
satisfaction of Awards shall, for purposes of the preceding sentence, be determined net of shares of Stock withheld by the Company in payment of the exercise price of the Award or in satisfaction of
tax withholding requirements with respect to the Award. The limits set forth in this Section 4(a) shall be construed to comply with Section 422. To the extent consistent with the
requirements of Section 422 and with other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired company that are
converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan. 


        (b)   Type of Shares.    Stock delivered by the Company under the Plan may be authorized
but unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan. 


        (c)   Section 162(m) Limits.    The maximum number of shares of Stock for which
Stock Options may be granted to any person in any calendar year and the maximum number of shares of Stock subject to SARs granted to any person in any calendar year will each be the total number of
shares of Stock available under the Plan pursuant to Section 4(a) above. The maximum number of shares subject to other Awards granted to any person in any calendar year will be 
the total number of shares of Stock available under the Plan pursuant to Section 4(a) above. The foregoing provisions will be construed in a manner consistent with
Section 162(m). 


5.     ELIGIBILITY AND PARTICIPATION  



        The Administrator will select Participants from among those Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the
opinion of the Administrator, are 







 



in
a position to make a significant contribution to the success of the Company and its Affiliates; provided, that, subject to such express exceptions,
if any, as the Administrator may establish, eligibility shall be further limited to those persons as to whom the use of a Form S-8 registration statement is permissible. Eligibility
for ISOs is limited to employees of the Company or of a "parent corporation" or "subsidiary corporation" of the Company as those terms are defined in Section 424 of the Code. 


6.     RULES APPLICABLE TO AWARDS  


        (a)   All Awards  



        (1)   Award
Provisions.    The Administrator will determine the terms of all Awards, subject to the limitations provided herein. By
accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant agrees to the terms of the Award and the Plan. Notwithstanding any
provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition may contain terms and conditions that are inconsistent
with the terms and conditions specified herein, as determined by the Administrator. 


        (2)   Term
of Plan.    No Awards may be made after March            , 2017, but previously granted Awards may continue beyond that
date in accordance with their terms. 


        (3)   Transferability.    Neither
ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second
sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant's lifetime ISOs (and, except as the
Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards requiring exercise) may be exercised only by the Participant. The
Administrator may permit Awards other than ISOs to be transferred by gift, subject to such limitations as the Administrator may impose. 



        (4)   Vesting,
Etc.    The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms
on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any
adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply: immediately upon the
cessation of the Participant's Employment, each Award requiring exercise that is then held by the Participant or by the Participant's permitted transferees, if any, will cease to be exercisable and
will terminate, and all other Awards that are then held by the Participant or by the Participant's permitted transferees, if any, to the extent not already vested will be forfeited,
except that: 



        (A)  subject
to (B) and (C) below, all Stock Options and SARs held by the Participant or the Participant's permitted transferees, if any, immediately prior to
the cessation of the Participant's Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the
latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; 



        (B)  all
Stock Options and SARs held by a Participant or the Participant's permitted transferees, if any, immediately prior to the Participant's death, to the extent then
exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant's death or (ii) the period ending on the latest date
on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate; and 




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        (C)  all
Stock Options and SARs held by a Participant or the Participant's permitted transferees, if any, immediately prior to the cessation of the Participant's Employment
will immediately terminate upon such cessation if the Administrator in its sole discretion determines that such cessation of Employment has resulted for reasons which cast such discredit on the
Participant as to justify immediate termination of the Award. 




        (5)   Taxes.    The
Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may,
but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of
the minimum withholding required by law). 


        (6)   Dividend
Equivalents, Etc.    The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash
distributions with respect to Stock subject to an Award. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or
compliance with, the requirements of Section 409A. 


        (7)   Rights
Limited.    Nothing in the Plan will be construed as giving any person the right to continued employment or service with
the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an
element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant. 


        (8)   Section 162(m).    This
Section 6(a)(8) applies to any Performance Award intended to qualify as performance-based
for the purposes of Section 162(m) other than a Stock Option or SAR. In the case of any Performance Award to which this Section 6(a)(8) applies, the Plan and such Award will be construed
to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance Awards, the Administrator will preestablish, in writing,
one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required
to qualify the Award as performance-based under Section 162(m)). Prior to grant, vesting or payment of the Performance Award, as the case may be, the Administrator will certify whether
the applicable Performance Criteria have been attained and such determination will be final and conclusive. No Performance Award to which this Section 6(a)(8) applies may be granted after the
first meeting of the stockholders of the Company held in 2012 until the listed performance measures set forth in the definition of "Performance Criteria" (as originally approved or as
subsequently amended) have been resubmitted to and reapproved by the stockholders of the Company in accordance with the requirements of Section 162(m) of the Code, unless such grant is made
contingent upon such approval. 


        (9)   Coordination
with Other Plans.    Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for,
other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but without limiting the generality of the foregoing, awards under
other compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the
shares delivered shall be treated as awarded under the Plan (and shall reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in
Section 4). In any case where an award is made under another plan or program of the Company or its Affiliates and such award is intended to qualify for the performance-based compensation
exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both the other plan or
program and under the Plan shall be applied to the Plan 



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as
necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto. 


        (10) Section 409A.    Each
Award shall contain such terms as the Administrator determines, and shall be construed and
administered, such that the Award either (i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements. 


        (11) Certain
Requirements of Corporate Law.    Awards shall be granted and administered consistent with the requirements of applicable
Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is
listed or entered for trading, in each case as determined by the Administrator. 




        (b)   Awards Requiring Exercise  



        (1)   Time
And Manner Of Exercise.    Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder
will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any
payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the
right to do so. 


        (2)   Exercise
Price.    The exercise price (or the base value from which appreciation is to be measured) of each Award requiring
exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market
value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. No such Award, once granted, may be
repriced other than in accordance with the applicable stockholder approval requirements of Nasdaq. Fair market value shall be determined by the Administrator consistent with the applicable
requirements of Section 422 and Section 409A. 


        (3)   Payment
Of Exercise Price.    Where the exercise of an Award is to be accompanied by payment, payment of the exercise price shall
be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of shares of Stock that have been outstanding
for at least six months (unless the Administrator approves a shorter period) and that have a fair market value equal to the exercise price, (ii) through a broker-assisted exercise program
acceptable to the Administrator, (iii) by other means acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in
payment of the exercise price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the
Administrator may prescribe. 


        (4)   Maximum
Term.    Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date
of grant. 




7.     EFFECT OF CERTAIN TRANSACTIONS  



	(a)
	Mergers, etc.    Except as otherwise
provided in an Award, the following provisions shall apply in the event of a Covered Transaction: 




        (1)   Assumption
or Substitution.    If the Covered Transaction is one in which there is an acquiring or surviving entity, the
Administrator may provide for the assumption of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror
or survivor. 



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        (2)   Cash-Out
of Awards.    If the Covered Transaction is one in which holders of Stock will receive upon consummation a
payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide for payment (a "cash-out"), with respect to some or all Awards or any
portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator
in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such
portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders
of Stock) and other terms, and subject to such conditions, as the Administrator determines; provided, that the Administrator shall not exercise its
discretion under this Section 7(a)(2) with respect to an Award or portion thereof providing for "nonqualified deferred compensation" subject to Section 409A in a manner that would
constitute an extension or acceleration of, or other change in, payment terms if such change would be inconsistent with the applicable requirements of Section 409A. 


        (3)   Acceleration
of Certain Awards.    If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in
which there is no assumption, substitution or cash-out, the Administrator may provide that each Award requiring exercise will become fully exercisable, and the delivery of any shares of
Stock remaining deliverable under each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated and such
shares will be delivered, prior to the Covered Transaction, in each case on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise
of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction; provided, that to the extent
acceleration pursuant to this Section 7(a)(3) of an Award subject to Section 409A would cause the Award to fail to satisfy the
requirements of Section 409A, the Award shall not be accelerated and the Administrator in lieu thereof shall take such steps as are necessary to ensure that payment of the Award is made in a
medium other than Stock and on terms that as nearly as possible, but taking into account adjustments required or permitted by this Section 7, replicate the prior terms of the Award. 



        (4)   Termination
of Awards Upon Consummation of Covered Transaction.    Each Award will terminate upon consummation of the Covered
Transaction, other than the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii) Awards converted pursuant to the proviso in Section 7(a)(3) above into an
ongoing right to receive payment other than Stock; and (iii) outstanding shares of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to
Section 7(a)(5) below). 


        (5)   Additional
Limitations.    Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or
Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance
or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. In the case of Restricted Stock that does
not vest in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered
Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. 



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        (b)   Changes in and Distributions With Respect to Stock  



        (1)   Basic
Adjustment Provisions.    In the event of a stock dividend, stock split or combination of shares (including a reverse stock
split), recapitalization or other change in the Company's capital structure, the Administrator shall make appropriate adjustments to the maximum number of shares specified in Section 4(a) that
may be delivered under the Plan and to the maximum share limits described in Section 4(c), and shall also make appropriate adjustments to the number and kind of shares of stock or securities
subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. 


        (2)   Certain
Other Adjustments.    The Administrator may also make adjustments of the type described in Section 7(b)(1) above to
take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are
appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made
hereunder, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of
Section 162(m), where applicable. 


        (3)   Continuing
Application of Plan Terms.    References in the Plan to shares of Stock will be construed to include any stock or
securities resulting from an adjustment pursuant to this Section 7. 




8.     LEGAL CONDITIONS ON DELIVERY OF STOCK  


        The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under
the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding
Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official
notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company
may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require
that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending
lapse of the applicable restrictions. 



9.     AMENDMENT AND TERMINATION  


        The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time
terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not,
without the Participant's consent, alter the terms of an Award so as to affect materially and adversely the Participant's rights under the Award, unless the Administrator expressly reserved the right
to do so at the time of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code and
applicable stock exchange requirements), as determined by the Administrator. 


10.   OTHER COMPENSATION ARRANGEMENTS  


        The existence of the Plan or the grant of any Award will not in any way affect the Company's right to Award a person bonuses or other compensation in addition to
Awards under the Plan. 


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11.   MISCELLANEOUS  


        (a)   Waiver of Jury Trial.    By accepting an Award under the Plan, each Participant
waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other
agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury.
By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the
event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. 


        (b)   Limitation of Liability.    Notwithstanding anything to the contrary in the Plan,
neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate
or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the
requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code; provided, that nothing in this Section 11(b) shall limit the ability of the
Administrator or the Company to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such tax or
additional tax. 


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EXHIBIT A  


Definition of Terms  


        The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: 


        "Administrator":    The Compensation Committee, except that the Compensation Committee may delegate (i) to one or more of
its members such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by
Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any
delegation described in the preceding sentence, the term "Administrator" shall include the person or persons so delegated to the extent of such delegation. 


        "Affiliate":    Any corporation or other entity that stands in a relationship to the Company that would result in the Company
and such corporation or other entity being treated as one employer under Section 414(b) and Section 414(c) of the Code, except that in determining eligibility for the grant of a Stock
Option or SAR by reason of service for an Affiliate, Sections 414(b) and 414(c) of the Code shall be applied by substituting "at least 50%" for "at least 80%" under
Section 1563(a)(1), (2) and (3) of the Code and Treas. Regs. § 1.414(c)-2; provided, that to the
extent permitted under Section 409A, "at least 20%" shall be used in lieu of "at least 50%"; and further provided, that the lower ownership
threshold described in this definition (50% or 20% as the case may be) shall apply only if the same definition of affiliation is used consistently with respect to all compensatory stock options or
stock awards (whether under the Plan or another plan). The Company may at any time by amendment provide that different ownership thresholds (consistent with Section 409A) apply but any such
change shall not be effective for twelve (12) months. 


        "Award":    Any or a combination of the following: 



        (i)    Stock
Options. 


        (ii)   SARs.



        (iii)  Restricted
Stock. 


        (iv)  Unrestricted
Stock. 


        (v)   Stock
Units, including Restricted Stock Units. 


        (vi)  Performance
Awards. 


        (vii) Cash
Awards. 


        (viii) Awards
(other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock. 




        "Board":    The Board of Directors of the Company. 


        "Cash Award":    An Award denominated in cash. 


        "Code":    The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as
from time to time in effect. 


        "Compensation Committee":    The Compensation Committee of the Board. 


        "Company":    Sirtris Pharmaceuticals, Inc. 


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        "Covered Transaction":    Any of (i) a consolidation, merger, or similar transaction or series of related transactions,
including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company's then outstanding
common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company's assets, or (iii) a
dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i)
(as determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer. 


        "Employee":    Any person who is employed by the Company or an Affiliate. 



        "Employment":    A Participant's employment or other service relationship with the Company and its Affiliates. Employment will
be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5
to the Company or its Affiliates. If a Participant's employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant's Employment will
be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates. 



        "ISO":    A Stock Option intended to be an "incentive stock option" within the meaning of Section 422. Each option
granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as
an ISO. 


        "Participant":    A person who is granted an Award under the Plan. 


        "Performance Award":    An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards
that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify. 


        "Performance Criteria":    Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation
exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either
absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis
or in combinations thereof): product development progress, scientific progress, sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes,
depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing
levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; sales of particular products or services; customer acquisition or retention;
acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations,
restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an
increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m),
the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an
objectively determinable manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable
Performance Criterion or Criteria. 


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        "Plan":    The Amended and Restated 2004 Sirtris Pharmaceuticals, Inc. Incentive Plan as from time to time amended and
in effect. 


        "Restricted Stock":    Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if
specified conditions are not satisfied. 


        "Restricted Stock Unit":    A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to
the satisfaction of specified performance or other vesting conditions. 


        "SAR":    A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent
value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured. 



        "Section 409A":    Section 409A of the Code. 


        "Section 422":    Section 422 of the Code. 


        "Section 162(m)":    Section 162(m) of the Code. 


        "Stock":    Common Stock of the Company, par value $0.001 per share. 



        "Stock Option":    An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 


        "Stock Unit":    An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the
value of Stock in the future. 


        "Unrestricted Stock":    Stock not subject to any restrictions under the terms of the Award. 


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Exhibit 10.2