Exhibit
10.14.2


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 2001 EQUITY INCENTIVE PLAN


OFFICER
(TIER I/II)


NONSTATUTORY
STOCK OPTION TERMS AND CONDITIONS


1.     Plan Incorporated by Reference. This 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. The Committee administers the Plan and its determinations regarding
the operation of the Plan are final and binding. 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
Common Stock issued upon exercise of the whole or any part of this Option is
the option price set forth on the face of this certificate (the “Option Price”).


3.     Exercisability Schedule. This 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 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 Option, the Participant
shall deliver written notice of exercise to the Company specifying the number
of shares with respect to which the 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 Common Stock of the Company valued at
their Fair Market Value on the date of delivery, as the Committee 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 Option
is being exercised.


5.     Recapitalization, Mergers, Etc. In the event of a
consolidation or merger of the Company with another entity, the sale or
exchange of all or substantially all of the assets of the Company or a
reorganization or liquidation of the Company, the Committee may upon written
notice to the Participant provide that this 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 Committee 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 Option shall
become exercisable as to all shares without regard to any deferred
exercisability schedule or deferred exercise period.


6.     Transferability. This Option 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; 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 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.     Compliance with Securities Laws. It shall be a condition
to the Participant’s right to purchase shares of Common Stock hereunder that
the Company may, in its discretion, require (a) that the shares of Common Stock
reserved for issue upon the exercise of this Option shall have been duly
listed, upon official notice of issuance, upon any national securities exchange
or automated quotation system on which the Company’s Common Stock may then be
listed or quoted, (b) that either (i) a registration statement under the
Securities Act of 1933 with respect to the shares shall be in effect, or (ii)
in the opinion of counsel for the Company, the proposed purchase shall be
exempt from registration under that Act and the Participant shall have made
such undertakings and agreements with the Company as the Company may reasonably
require, and (c) that such other steps, if any, as counsel for the Company
shall consider necessary to comply with any law applicable to the issue of such
shares by the Company shall have been taken by the Company or the Participant,
or both. The certificates representing the shares purchased under this Option
may contain such legends as counsel for the Company shall consider necessary to
comply with any applicable law.


9.     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 Option. The
Committee 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 Committee’s discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the exercise of this 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.


10.   Rights Limited.  The Committee, in its sole discretion, shall
determine from the group of eligible persons whether an individual shall be a
Participant under the Plan.  Any Option
grant made under the Plan shall be made in the sole discretion of the
Committee, or its delegate as appointed in accordance with the Plan, and no
prior Option grant shall entitle a person to any future Award.  In no event shall the Plan, or any Option
grant made under the Plan, form a part of an employee’s or consultant’s
contract of employment or service, if any.  Neither the Plan, nor any Option
grant made under the Plan, shall confer upon any employee or consultant of the
Company or its Affiliate any right with respect to the continuance of his or
her employment by, or other service with, the Company or its Affiliate, nor
shall they limit the rights of the Company or its Affiliate to terminate the 











employee
or consultant or otherwise change the terms of service.  No Participant or Designated Beneficiary
shall have any rights as a shareholder with respect to any shares of Common
Stock to be issued under the Plan or any Option until he or she becomes the
holder thereof.  The loss of existing or
potential profit in an Option grant shall 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 its
Affiliate to the Participant.


11.   Acceptance.  Failure of the Participant to accept the
terms and conditions of this Option in accordance with the requirements of the
Committee or its delegate, as applicable, can result in adverse consequences to
the Participant, including cancellation of the Option.


	
  ACKNOWLEDGED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Participant Name (Print)

  	
  Date

  	
   

  	
   

  
	
  Revised
  12/4/06