Exhibit 10.1


 


GENZYME CORPORATION


 


2007 Director Equity Plan


 


1.                                      General; Purpose.


 


This 2007
Director Equity Plan dated February , 2007 (the “Plan”) governs (1) options
to purchase common stock, $0.01 par value (the “Stock”), of Genzyme Corporation
(the “Company”), (2) awards of Stock for so long as the Stock remains
subject to restrictions requiring that it be redelivered or offered for sale to
the Company if specified performance or other vesting conditions are not
satisfied (“Restricted Stock”), and (3) unfunded and unsecured promises to
deliver Stock in the future, subject to the satisfaction of specified
performance or other vesting conditions (“Restricted Stock Units”), granted on
or after the date hereof by the Company to members of the Board of Directors (each,
a “Director”) of the Company (the “Board”) who are not also officers or
employees of the Company.  Options,
Restricted Stock and Restricted Stock Units are collectively referred to in
this Plan as “Awards”.  The Plan
constitutes an amendment and restatement of the Company’s 1998 Director Stock
Option Plan (the “Prior Plan”) and supersedes the Prior Plan, the separate
existence of which shall terminate on the effective date of this Plan.  The rights and privileges of holders of
options outstanding under the Prior Plan shall not be adversely affected by the
foregoing action.


 


The
purpose of the Plan is to attract and retain qualified persons to serve as
Directors of the Company and to encourage ownership of stock of the Company by
such Directors so as to provide additional incentives to promote the success of
the Company.


 


2.                                      Administration of the
Plan; Governing Law.


 


Grants
of Awards under the Plan shall be automatic as provided in Section 7.  All questions of interpretation with respect
to the Plan and Awards granted under it shall be determined by a committee
consisting of all Directors of the Company who are not eligible to participate
in the Plan, and such determination shall be final and binding upon all persons
having an interest in the Plan.  This
Plan shall be governed by and interpreted in accordance with the laws of The
Commonwealth of Massachusetts.


 


3.                                      Persons Eligible to
Participate in the Plan.


 


Members
of the Board who are not also officers or employees of the Company shall be
eligible to participate in the Plan.


 


4.                                      Shares Subject to the
Plan.


 


(a)   The maximum aggregate number of shares available for
issuance under the Plan shall be 1,462,491. 
Up to 1,462,491 shares of Stock may be issued upon exercise of options
granted under this Plan and up to 100,000 shares of Stock may be issued for
grants of Restricted Stock or Restricted Stock Units under this Plan.  In the event of a stock dividend, split-up,
combination or reclassification of shares, recapitalization or other similar
capital change relating to the Stock, the maximum aggregate number and kind of
shares or securities of the Company as to which Awards may be granted under
this Plan and as to which options then outstanding shall be exercisable, and
the option price of such options, shall be appropriately adjusted by the Board
(whose determination shall be conclusive) so as to preserve the value of the Award.


 


(b) In
the event of a consolidation or merger of the Company with another corporation
where the Company’s shareholders do not own a majority in interest of the
surviving or resulting corporation, or the sale or exchange of all


 

















 


or substantially all of
the assets of the Company, or a reorganization or liquidation of the Company (“Covered
Transaction”), each option will become fully exercisable, and the delivery of
shares of Stock issuable under each outstanding Restricted Stock Unit will be
accelerated.  Such shares will be issued,
prior to the Covered Transaction so as to give, in each case on a basis that
gives the holder of the option or the Restricted Stock Unit a reasonable
opportunity, as determined by the Company, following exercise of the option or
the issuance of shares, as the case may be, to participate as a shareholder in
the Covered Transaction, and the option and the Restricted Stock Unit will
terminate upon consummation of the Covered Transaction.  Any shares of Stock issued pursuant to this Section 4(b) in
satisfaction of a grant of Restricted Stock Units may, in the discretion of the
Company, contain such restrictions, if any, as the Company deems appropriate to
reflect any performance or other vesting condition to which the grant of
Restricted Stock Units was subject.  In
the case of Restricted Stock, the Company 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 Company deems appropriate to carry out the intent of
the Plan.   However, in lieu of the foregoing
sentences of this Section 4(b), the Board may make such other provision as
it may consider equitable to holders and in the best interests of the Company.


 


(c) 
Whenever options under this Plan (including options outstanding under the Prior
Plan as of the effective date of this Plan) lapse or terminate or otherwise
become unexercisable, the shares of Stock which were subject to such options
may again be subjected to options under this Plan.  The Company shall at all times while this
Plan is in force reserve such number of shares of Stock as will be sufficient
to satisfy the requirements of this Plan.


 


5.                                      Nonstatutory Stock
Options.


 


All
options granted under this Plan shall be nonstatutory options not entitled to
special tax treatment under Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”).


 


6.                                      Form of Awards.


 


Awards
granted hereunder shall be in such form as the Board may from time to time
determine.


 


7.                                      Grant of Awards.


 


(a) 
Automatic Grant of Options.  At
each annual meeting of the shareholders of the Company, those Directors who are
eligible to receive options under this Plan shall automatically be granted
options to purchase 7,125 shares of Stock. In addition, upon the election of an
eligible Director under this Plan other than at an annual meeting of shareholders
(whether by the Board or the shareholders and whether to fill a vacancy or
otherwise), such Director shall automatically be granted options to purchase
the number of shares of Stock described in the preceding sentence.  The “Date of Option Grant” for options
granted under this Plan shall be the date of the annual meeting of
shareholders, or the election as a Director, as the case may be.  No options shall be granted hereunder after
ten years from the date on which this Plan was initially approved and adopted
by the Board.  As used herein, “Fair
Market Value” for the Stock shall mean the closing sale price of the Stock as
reported by the NASDAQ Global Market or the principal securities exchange or
over-the-counter market on which the Stock is listed or quoted on the Date of Option
Grant of such options or, if the Stock is not then listed on the NASDAQ Global
Market or any securities exchange or quoted in the over-the-counter market, the
fair market value of the Stock as determined in good faith by the Board.


 


(b) Option
Price.  The option price per share
for each option granted under this Plan shall be equal to the Fair Market Value
of the Stock with respect to which the option is exercisable.


 


(c) 
Term of Option.  The term of each
option granted under this Plan shall be ten years from the Date of Option Grant.


 

















 


(d) 
Period of Option Exercise. 
Options granted under this Plan shall become exercisable on the date of the
next annual meeting of shareholders following their Date of Option Grant, if
and only if the option holder is a member of the Board at the opening of
business on that date.  Directors holding
exercisable options under this Plan who cease to serve as members of the Board
may, during their lifetime, exercise the rights they had under such options at
the time they ceased being a Director for the full unexpired term of such
option.  Upon the death of a Director,
those entitled to do so under the Director’s will or the laws of descent and
distribution shall have the right, at any time within twelve months after the
date of death, to exercise in whole or in part any rights which were available
to the Director at the time of his or her death.  Options granted under this Plan shall
terminate, and no rights thereunder may be exercised, after the expiration of
the applicable exercise period. 
Notwithstanding the foregoing provisions of this section, no rights
under any options may be exercised after the expiration of ten years from their
Date of Option Grant.


 


(e) 
Method of Option Exercise and Payment. 
Options may be exercised only by written notice to the Company at its
head office accompanied by payment of the full option price for the shares of
Stock as to which they are exercised. 
The option price shall be paid in cash or by check.  Upon receipt of such notice and payment, the
Company shall promptly issue and deliver to the optionee (or other person
entitled to exercise the option) a certificate or certificates for the number
of shares as to which the exercise is made.


 


(f) 
Grants of Restricted Stock and Restricted Stock Units.  Grants of Restricted Stock and Restricted
Stock Units may be made in exchange for such lawful consideration, including
services, as the Company decides.  The
Company may specify performance or other vesting conditions, including
continuation of employment, passage of time or satisfaction of performance
criteria, for the Restricted Stock and Restricted Stock Units.  At each annual meeting of the shareholders of
the Company, those Directors who are eligible to receive Restricted Stock and
Restricted Stock Units under this Plan shall automatically be granted Restricted
Stock Units representing 2,375 shares of Stock.   In addition, upon the election of an eligible
Director under this Plan other than at an annual meeting of shareholders
(whether by the Board or the shareholders and whether to fill a vacancy or
otherwise), such Director shall automatically be granted Restricted Stock Units
as described in this Section 7(f).  The
“Date of RS/RSU Grant” for Restricted Stock or Restricted Stock Units granted
under this Plan shall be the date of the annual meeting of shareholders, or the
election as a Director, as the case may be.


 


(g) Vesting
of Awards.  The Board shall determine
the time or times at which an Award will vest or become exercisable.  Notwithstanding the foregoing, Restricted
Stock Units shall vest on the date of the next annual meeting of shareholders
following the date of grant, if and only if the Director is a member of the
Board at the opening of business on that date.


 


(h) 
Transferability.  Any Award granted
under this Plan may be transferred without consideration (or for such
consideration as the committee may from time to time deem appropriate) by the
holder thereof to any Family Member of such Director; provided,
however, that no subsequent transfer of such Award shall be
permitted except for transfers: (i) to a Family Member of such Director; (ii) back
to the Director; or (iii) pursuant to the applicable laws of descent and
distribution.  For this purpose, “Family
Member” shall mean (i) any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law, including any adoptive relationships, and any other person
sharing the transferor director’s household (other than as a tenant or
employee); (ii) any trust in which any of the persons described in clause (i) holds
a greater than 50% beneficial interest; (iii) any foundation in which any
of the persons described in clause (i) or the transferor director controls
the management of assets; or (iv) any other entity in which any of the
persons described in clause (i) or the director holds more than 50% of the
voting interests.


 

















 


8.                                      Limitation of Rights.


 


(a) 
No Right to Continue as a Director. 
Neither this Plan, nor the granting of an Award or any other action
taken pursuant to this Plan, shall constitute an agreement or understanding,
express or implied, that the Company will retain an Award holder as a Director
for any period of time or at any particular rate of compensation.


 


(b) 
No Shareholders’ Rights for Options. 
Directors shall have no rights as a shareholder with respect to the
shares covered by their options until the date they exercise such options and
pay the option price to the Company, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
option is exercised and paid for.


 


(c) 
No Shareholders’ Rights for Restricted Stock Units.  Directors shall have no rights as a shareholder
with respect to the shares covered by their Restricted Stock Units until the
date such Restricted Stock Units vest and shares issuable under the Restricted
Stock Units are delivered to the Directors, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such shares
are delivered.


 


(d) 
Shareholders’ Rights for Restricted Stock.  Directors shall have no rights as a
shareholder with respect to their Restricted Stock until such time, if any, as
such shares are delivered to the Directors, and no adjustment will be made for
dividends or other rights for which the record date is prior to the date such
shares are delivered.


 


9.                                      Effective Date; Amendment
or Termination.


 


This
Plan shall be effective as of February 28, 2007.  The Company 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 Company may not, without the Award holder’s consent, alter the terms
of an Award so as to affect adversely an Award holder’s rights under the Award,
unless the Company expressly reserved the right to do so at the time of
grant.  Amendments to the Plan shall be
conditioned upon shareholder approval only to the extent, if any, such approval
is required by law (including 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 and applicable NASDAQ or stock exchange requirements), as
determined by the Company. 
Notwithstanding the foregoing, the Company shall submit for shareholder
approval any amendment to the Plan (other than an amendment or adjustment
pursuant to Section 4(b)) that would: (a) increase the maximum number
of shares for which Awards may be granted under the Plan; (b) reduce the
price at which an option may be granted below the price provided for in Section 7(b);
(c) reduce the exercise price of outstanding options; or (d) increase
the limits set forth in Section 4(a).


 


10.                               Shareholder Approval.


 


This
Plan is subject to approval by the shareholders of the Company by the
affirmative vote of the holders of a majority of the votes properly cast by
holders of the shares of Stock of the Company present, or represented and
entitled to vote, at a meeting duly held in accordance with the laws of The
Commonwealth of Massachusetts.  In the
event such approval is not obtained, all Awards granted under this Plan shall
be void and without effect.


 


11.                                 Compliance with Section 409A.


 


Awards
under the Plan shall be construed and administered consistent with exemption
from, or compliance with, the requirements of Section 409A of the Internal
Revenue Code of 1986 (“Section 409A”). 
Notwithstanding any provision of Section 9 to the contrary, the Board
may amend the Plan and/or any Award to satisfy the requirements of Section 409A,
including the requirements for exemption from Section 409A.


 

















 


Adopted by
directors on February 28, 2007


Approved by shareholders
on May 24, 2007


Amended by
directors on February 28, 2008.


Approved by
shareholders on May 22, 2008.


Amended by
directors on August 19, 2009