Exhibit
10.15.1


	
  

  	
  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) Incentive 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)


Incentive 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.  Stock Option Not
Transferable. This Stock Option is not transferable by the Participant
otherwise than by will or the laws of descent and distribution, and is
exercisable, during the Participant’s lifetime, only by the Participant. The
naming of a Designated Beneficiary does not constitute a transfer. A “Designated
Beneficiary” means the beneficiary designated by the Participant, in a manner
determined by the Administrator, to receive amounts due or exercise rights of
the Participant in the event of the Participant’s death.  In the absence of an effective designation by
the Participant, “Designated Beneficiary” means the Participant’s estate.


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. Notice of Sale of Shares Required.  The Participant agrees to notify the Company
in writing within 30 days of the disposition of any shares purchased upon
exercise of this Stock Option if such disposition occurs within two years of
the date of the grant of this Stock Option or within one year after such
purchase.


10. 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.


11.  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