Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 6, 2021, Laurie B. Keating, a named executive officer of
Alnylam Pharmaceuticals, Inc. (the "Company"), retired from the Company and
resigned from her position as Executive Vice President, Chief Legal Officer and
Secretary of the Company, effective September 10, 2021, following 7 years of
service.
In connection with her resignation, Ms. Keating and the Company entered into a
Letter Agreement on September 6, 2021 ("Letter Agreement"), under which she has
agreed to provide consulting services to the Company for up to 10 hours per
month, or for such additional hours as may be mutually agreed, for an 18-month
period. In consideration for all the terms and conditions of the Letter
Agreement, including her performance of such consulting services, Ms. Keating
will receive the following payments: (i) cash compensation equal to her current
base rate of pay for 12 months; (ii) a pro-rata cash bonus for 2021 based on
actual performance and paid at the time 2021 bonuses are paid under the
Company's Annual Incentive Program to other executive officers of the Company;
and (iii) a lump sum equal to the amount the Company would have contributed
toward the cost of Ms. Keating's health coverage premium for 12 months as if she
were actively employed. The Letter Agreement also provides that Ms. Keating's
equity awards will continue to vest and remain exercisable while she serves as a
consultant, as provided in the terms of the respective Company stock incentive
plan and award agreement pursuant to which such equity awards were granted. The
Letter Agreement includes a release of claims and certain other standard terms
and conditions.
The foregoing summary of the Letter Agreement is not complete and is qualified
in its entirety by reference to the full text of the Letter Agreement which the
Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for
the quarter ending September 30, 2021.
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