SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2004
Alnylam Pharmaceuticals, Inc.
|(State or Other Juris-||(Commission||(IRS Employer|
|diction of Incorporation)||File Number)||Identification No.)|
|300 Third Street, Cambridge, MA
|(Address of Principal Executive Offices)
Registrants telephone number, including area code: (617) 551-8200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|Item 1.01. Entry into a Material Definitive Agreement.|
|Item 9.01. Financial Statements and Exhibits.|
|Ex-10.1 Form of Nonstatutory Stock Option Agreement|
Item 1.01. Entry into a Material Definitive Agreement.
On December 21, 2004, the Compensation Committee of the Board of Directors (the Compensation Committee) of Alnylam Pharmaceuticals, Inc. (Alnylam) granted to John M. Maraganore, Ph.D., the President and Chief Executive Officer of Alnylam, a stock option (the Option) to purchase up to 250,000 shares of common stock of Alnylam at an exercise price of $7.47 per share under its 2004 Stock Incentive Plan. The Option vests upon Alnylams attainment of a corporate goal. The Compensation Committee will determine whether the corporate goal has been attained and the number of shares as to which the Option vests upon such attainment.
A form of nonstatutory stock option agreement that Alnylam uses under its 2004 Stock Incentive Plan is attached as Exhibit 10.1 hereto.
Item 9.01. Financial Statements and Exhibits.
|See Exhibit Index attached hereto.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ALNYLAM PHARMACEUTICALS, INC.
|Date: December 28, 2004||By:||/s/ John M. Maraganore, Ph.D.|
|John M. Maraganore, Ph.D.|
|President and Chief Executive Officer|
|Form of Nonstatutory Stock Option Agreement under 2004 Stock Incentive Plan|
ALNYLAM PHARMACEUTICALS, INC.
Nonstatutory Stock Option Agreement
Granted Under 2004 Stock Incentive Plan
1. Grant of Option.
This agreement evidences the grant by Alnylam Pharmaceuticals, Inc., a Delaware corporation (the Company), on , 20[ ] (the Grant Date) to [ ], an [employee], [consultant], [director] of the Company (the Participant), of an option to purchase, in whole or in part, on the terms provided herein and in the Companys 2004 Stock Incentive Plan (the Plan), a total of [ ] shares (the Shares) of common stock, $.01 par value per share, of the Company (Common Stock) at $[ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [the date that is ten years from the Grant Date] (the Final Exercise Date).
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the Code). Except as otherwise indicated by the context, the term Participant, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
2. Vesting Schedule.
This option will become exercisable (vest) as to [ ].
The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.
(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an [employee or officer of], or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an Eligible Participant).
(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.
(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for cause as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.
(e) Discharge for Cause. If the Participant, prior to the Final Exercise Date, is discharged by the Company for cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. Cause shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for Cause if the Company determines, within 30 days after the Participants resignation, that discharge for cause was warranted.
No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
5. Nontransferability of Option.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
6. Provisions of the Plan.
This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option.
IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.
|ALNYLAM PHARMACEUTICALS, INC.
The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Companys 2004 Stock Incentive Plan.