| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously reported in a Current Report on Form 8-K filed January 19, 2024, Alnylam Pharmaceuticals, Inc. (the “Company”) and Indrani L. Franchini agreed that she would transition from her role as the Company’s Executive Vice President, Chief Legal Officer and Secretary, effective as of March 1, 2024 (the “Separation Date”).
Effective on the Separation Date, the Company entered into a separation and release agreement with Ms. Franchini (the “Letter Agreement”). Pursuant to the Letter Agreement, Ms. Franchini will receive: (1) severance equal to twelve months of her base salary in effect on the Separation Date, in bi-weekly installments, in the total gross amount of $597,000, (2) a lump sum payment in the amount that would have been payable under the Company’s annual incentive plan for 2023 had she remained employed on the payment date, as adjusted by the corporate multiplier determined by the Company’s Board of Directors, (3) contributions towards premiums for healthcare insurance coverage for up to twelve months, to the extent Ms. Franchini is eligible for and elects to continue her health coverage under COBRA, (4) outplacement services, and (5) reimbursement for up to $15,000 of legal fees.
The Letter Agreement also provides for a one-year consulting arrangement with Ms. Franchini. Pursuant to the Letter Agreement, Ms. Franchini will provide consulting and advisory services to the Company until March 1, 2025 (the “Consulting Period”), unless terminated earlier. To the extent such services exceed ten hours in any month, the additional hours will be compensated at a rate of $500 per hour. As additional consideration for Ms. Franchini’s services during the Consulting Period, Ms. Franchini’s outstanding unvested equity awards shall continue to vest in accordance with the applicable grant agreement during the Consulting Period, and any outstanding stock option awards shall remain exercisable for three months following the Consulting Period. In the event of a change in control of the Company during the Consulting Period that results in the acceleration of vesting of outstanding equity awards for the Company’s active employees, Ms. Franchini’s outstanding equity awards will be treated in the same manner.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
