Exhibit 10.14.1


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 2001 EQUITY INCENTIVE PLAN

OFFICER (TIER I/II)

INCENTIVE 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.  Option Not Transferable. This 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.


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. 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 Option if such disposition occurs
within two years of the date of the grant of this Option or within one year
after such purchase.


11.  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.


12.  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