**Exhibit10.15.2**
| 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: |

 

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**GENZYMECORPORATION 2004 EQUITY INCENTIVE PLAN**

**Officer(Tier I/II)**

**Nonstatutory Stock Option Terms And Conditions**

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

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

3.  Exercisability Schedule.This Stock Option may be exercised at any time and from time to time up to thenumber of shares and in accordance with the exercisability schedule set forthon 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 ofexpiration set forth on the face of this certificate (the “Expiration Date”).

4.  Method of Exercise. Toexercise this Stock Option, the Participant shall deliver written notice ofexercise to the Company specifying the number of shares with respect to whichthe Stock Option is being exercised accompanied by payment of the Option Pricefor such shares in cash, by certified check or in such other form, includingshares of Stock of the Company valued at their Fair Market Value on the date ofdelivery, as the Administrator may approve. Promptly following such notice, theCompany will deliver to the Participant a certificate representing the numberof 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 uponwritten notice to the Participant provide that this Stock Option shallterminate on a date not less than 20 days after the date of such notice unlesstheretofore exercised. In connection with such notice, the Administrator may inits discretion accelerate or waive any deferred exercise period.Notwithstanding the foregoing, in the event of a change in control of theCompany (as defined in a vote of the Compensation Committee adopted May 29,2002), this Stock Option shall become exercisable as to all shares withoutregard to any deferred exercisability schedule or deferred exercise period.

6.  Transferability. This StockOption may be transferred without consideration (or for such consideration asthe Administrator may from time to time deem appropriate) by the holder thereofto any Family Member; provided, however, that no subsequent transfer of suchoption shall be permitted except for transfers: (i) to a Family Member; (ii)back to the Participant; or (iii) pursuant to the applicable laws of descentand distribution.  For this purpose, “FamilyMember” 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’shousehold (other than as a tenant or employee); (ii) any trust in which any ofthe persons described in clause (i) holds a greater than 50% beneficialinterest; (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 entityin which any of the persons described in clause (i) or the Participant holdsmore than 50% of the voting interests.

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

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anyreason other than by disability (within the meaning of section 22(e)(3) of theCode) death or retirement, the Participant may exercise the rights which wereavailable to the Participant at the time of such termination only within threemonths from the date of termination. If Participant’s employment is terminatedas a result of disability, such rights may be exercised within twelve monthsfrom the date of termination.  IfParticipant’s employment is terminated as a result of retirement (which isdefined as a minimum of age 60 plus a minimum of five years of service providedemployment is not terminated for cause), this Stock Option shall becomeexercisable as to all shares without regard to any deferred exercise period,and such rights may be exercised within three years from the date oftermination.  Upon the death of theParticipant, his or her Designated Beneficiary shall have the right, at anytime within twelve months after the date of death, to exercise in whole or inpart any rights that were available to the Participant at the time of death.  If the Participant’s employment is terminatedfor cause, the Participant may exercise the rights which were available to theParticipant at the time of such termination only within three months from thedate of termination.  Termination by theCompany of the Participant’s employment for “cause” shall mean termination upon(A) the willful and continued failure by him or her to substantially performhis or her duties with the Company (other than any such failure resulting fromhis or her incapacity due to physical or mental illness) after a written demandfor substantial performance is delivered to the Participant by the Company,which demand specifically identifies the manner in which the Company believesthat he or she has not substantially performed his or her duties, or (B) thewillful engaging by the Participant in conduct which is demonstrably andmaterially injurious to the Company, monetarily or otherwise.  No act, or failure to act, on the Participant’spart shall be deemed “willful” unless done, or omitted to be done, by him orher not in good faith and without reasonable belief that his or her action oromission was in the best interest of the Company.  In the case of any Participant who is acorporate officer of the Company, determination for purposes of this section ofwhether termination of such Participant’s employment is for “cause” shall bemade by the Committee.  In the case ofany Participant who is not a corporate officer of the Company, determinationfor purposes of this section of whether termination of such Participant’semployment is for “cause” shall be made by the Senior Vice President, ChiefHuman Resources Officer, in his sole discretion, whose decision shall be final.Notwithstanding any of the foregoing, no rights under this Stock Option may beexercised after the Expiration Date.

8.  Payment of Taxes. The Participantshall pay to the Company, or make provision satisfactory to the Company forpayment of any taxes required by law to be withheld with respect to theexercise of this Stock Option. The Administrator may, in its discretion,require any other federal or state taxes imposed on the sale of the shares tobe paid by the Participant.  In the Administrator’sdiscretion, 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 attheir Fair Market Value on the date of delivery.  The Company and its Affiliates may, to theextent permitted by law, deduct any such tax obligations from any payment ofany 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 shallbe a Participant under the Plan.  Anygrant made under the Plan shall be made in the sole discretion of theAdministrator and no prior grant shall entitle a person to any futuregrant.  Nothing in the Plan or any StockOption grant will be construed as giving any person the right to continuedemployment or service with the Company or its Affiliates, or any rights as ashareholder except as to shares of Stock actually issued under the Plan.  In no event shall the Plan, or any grant madeunder the Plan, form a part of an employee’s or consultant’s contract ofemployment or service, if any.  The lossof existing or potential profit in Stock Options will not constitute an elementof 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 orAffiliate to the Participant.

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

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| ACKNOWLEDGED AND AGREED: |
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| Participant Signature    |
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| Participant Name (Print) |
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| Date                     |
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| *Revised 12/4/06*        |

 

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