Exhibit
10.15.2


	
  GENZYME CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NOTICE OF GRANT OF STOCK OPTIONS

  	
   

  	
  ID: 06-1047163

  
	
  AND OPTION AGREEMENT

  	
   

  	
  500 Kendall Street

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cambridge, MA 02142

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPTIONEE NAME

  	
   

  	
  OPTION NUMBER:

  
	
  OPTIONEE ADDRESS

  	
   

  	
  PLAN:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ID:

  



 


Effective                   , you have been granted a(n) Non-Qualified Stock Option to buy                    shares of GENZYME CORPORATION (the Company) stock at $                   per share.
The total option price of the shares granted is $                  .
Shares in each period will become fully vested on the date shown.


	
  Shares

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  



 


MAINTAIN THIS COPY FOR YOUR RECORDS.
These options are granted under and governed by the terms and conditions of the Company’s Stock Option plan as amended and the Option Agreement, all of which are attached and made a part of this document.


	
  

  	
   

  	
  Date:

  
	
   

  	
   

  	
  Time:

  



 











GENZYME
CORPORATION 2004 EQUITY INCENTIVE PLAN


Officer
(Tier I/II)


Nonstatutory Stock Option Terms And Conditions


1.  Plan Incorporated by
Reference. This Stock Option is issued pursuant to the terms of the Plan
and may be amended as provided in the Plan. Capitalized terms used and not
otherwise defined in this certificate have the meanings given to them in the
Plan. This certificate does not set forth all of the terms and conditions of
the Plan, which are incorporated herein by reference. Copies of the Plan may be
obtained upon written request without charge from the Shareholder Relations
Department of the Company.


2.  Option Price. The
price to be paid for each share of Stock issued upon exercise of the whole or
any part of this Stock Option is the option price set forth on the face of this
certificate (the “Option Price”).


3.  Exercisability Schedule.
This Stock Option may be exercised at any time and from time to time up to the
number of shares and in accordance with the exercisability schedule set forth
on the face of this certificate, but only for the purchase of whole shares.
This Stock Option may not be exercised as to any shares after the date of
expiration set forth on the face of this certificate (the “Expiration Date”).


4.  Method of Exercise. To
exercise this Stock Option, the Participant shall deliver written notice of
exercise to the Company specifying the number of shares with respect to which
the Stock Option is being exercised accompanied by payment of the Option Price
for such shares in cash, by certified check or in such other form, including
shares of Stock of the Company valued at their Fair Market Value on the date of
delivery, as the Administrator may approve. Promptly following such notice, the
Company will deliver to the Participant a certificate representing the number
of shares with respect to which the Stock Option is being exercised.


5.  Recapitalization, Mergers,
Etc. In the event of a Covered Transaction, the Administrator may upon
written notice to the Participant provide that this Stock Option shall
terminate on a date not less than 20 days after the date of such notice unless
theretofore exercised. In connection with such notice, the Administrator may in
its discretion accelerate or waive any deferred exercise period.
Notwithstanding the foregoing, in the event of a change in control of the
Company (as defined in a vote of the Compensation Committee adopted May 29,
2002), this Stock Option shall become exercisable as to all shares without
regard to any deferred exercisability schedule or deferred exercise period.


6.  Transferability. This Stock
Option may be transferred without consideration (or for such consideration as
the Administrator may from time to time deem appropriate) by the holder thereof
to any Family Member; provided, however, that no subsequent transfer of such
option shall be permitted except for transfers: (i) to a Family Member; (ii)
back to the Participant; 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 Participant’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 Participant controls the management of assets; or (iv) any other entity
in which any of the persons described in clause (i) or the Participant holds
more than 50% of the voting interests.


7.  Exercise of Stock Option
After Termination of Employment. If the Participant’s employment with (a)
the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary
corporation of such corporation) issuing or assuming a stock option in a
transaction to which section 424(a) of the Code applies, is terminated for 











any
reason other than by disability (within the meaning of section 22(e)(3) of the
Code) death or retirement, the Participant may exercise the rights which were
available to the Participant at the time of such termination only within three
months from the date of termination. If Participant’s employment is terminated
as a result of disability, such rights may be exercised within twelve months
from the date of termination.  If
Participant’s employment is terminated as a result of retirement (which is
defined as a minimum of age 60 plus a minimum of five years of service provided
employment is not terminated for cause), this Stock Option shall become
exercisable as to all shares without regard to any deferred exercise period,
and such rights may be exercised within three years from the date of
termination.  Upon the death of the
Participant, his or her Designated Beneficiary shall have the right, at any
time within twelve months after the date of death, to exercise in whole or in
part any rights that were available to the Participant at the time of death.  If the Participant’s employment is terminated
for cause, the Participant may exercise the rights which were available to the
Participant at the time of such termination only within three months from the
date of termination.  Termination by the
Company of the Participant’s employment for “cause” shall mean termination upon
(A) the willful and continued failure by him or her to substantially perform
his or her duties with the Company (other than any such failure resulting from
his or her incapacity due to physical or mental illness) after a written demand
for substantial performance is delivered to the Participant by the Company,
which demand specifically identifies the manner in which the Company believes
that he or she has not substantially performed his or her duties, or (B) the
willful engaging by the Participant in conduct which is demonstrably and
materially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on the Participant’s
part shall be deemed “willful” unless done, or omitted to be done, by him or
her not in good faith and without reasonable belief that his or her action or
omission was in the best interest of the Company.  In the case of any Participant who is a
corporate officer of the Company, determination for purposes of this section of
whether termination of such Participant’s employment is for “cause” shall be
made by the Committee.  In the case of
any Participant who is not a corporate officer of the Company, determination
for purposes of this section of whether termination of such Participant’s
employment is for “cause” shall be made by the Senior Vice President, Chief
Human Resources Officer, in his sole discretion, whose decision shall be final.
Notwithstanding any of the foregoing, no rights under this Stock Option may be
exercised after the Expiration Date.


8.  Payment of Taxes. The Participant
shall pay to the Company, or make provision satisfactory to the Company for
payment of any taxes required by law to be withheld with respect to the
exercise of this Stock Option. The Administrator may, in its discretion,
require any other federal or state taxes imposed on the sale of the shares to
be paid by the Participant.  In the Administrator’s
discretion, such tax obligations may be paid in whole or in part in shares of Stock,
including shares retained from the exercise of this Stock Option, valued at
their Fair Market Value on the date of delivery.  The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.


9.  Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a Participant under the Plan.  Any
grant made under the Plan shall be made in the sole discretion of the
Administrator and no prior grant shall entitle a person to any future
grant.  Nothing in the Plan or any Stock
Option grant 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
shareholder except as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant made
under the Plan, form a part of an employee’s or consultant’s contract of
employment or service, if any.  The loss
of existing or potential profit in Stock Options will not constitute an element
of damages in the event of termination of employment or service for any reason,
even if the termination is in violation of an obligation of the Company or
Affiliate to the Participant.


10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Stock Option in accordance with the requirements
of the Administrator can result in adverse consequences to the Participant,
including cancellation of the Stock Option.











 


	
  ACKNOWLEDGED AND AGREED:

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Participant Signature

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Participant Name (Print)

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Date

  
	
   

  
	
  Revised 12/4/06