**Exhibit10.14.2**

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 FORYOUR 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: |

 

----

***GENZYMECORPORATION 2001 EQUITY INCENTIVE PLAN***

***OFFICER(TIER I/II)***

***NONSTATUTORYSTOCK OPTION TERMS AND CONDITIONS***

1.     Plan Incorporated by Reference. This Option is issuedpursuant 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 themeanings given to them in the Plan. This certificate does not set forth all ofthe terms and conditions of the Plan, which are incorporated herein byreference. The Committee administers the Plan and its determinations regardingthe operation of the Plan are final and binding. Copies of the Plan may beobtained upon written request without charge from the Shareholder RelationsDepartment of the Company.

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

3.     Exercisability Schedule. This Option may be exercised atany time and from time to time up to the number of shares and in accordancewith the exercisability schedule set forth on the face of this certificate, butonly for the purchase of whole shares. This Option may not be exercised as toany shares after the date of expiration set forth on the face of thiscertificate (the “Expiration Date”).

4.     Method of Exercise. To exercise this Option, the Participantshall deliver written notice of exercise to the Company specifying the numberof shares with respect to which the Option is being exercised accompanied bypayment of the Option Price for such shares in cash, by certified check or insuch other form, including shares of Common Stock of the Company valued attheir Fair Market Value on the date of delivery, as the Committee may approve.Promptly following such notice, the Company will deliver to the Participant acertificate representing the number of shares with respect to which the Optionis being exercised.

5.     Recapitalization, Mergers, Etc. In the event of aconsolidation or merger of the Company with another entity, the sale orexchange of all or substantially all of the assets of the Company or areorganization or liquidation of the Company, the Committee may upon writtennotice to the Participant provide that this Option shall terminate on a datenot less than 20 days after the date of such notice unless theretoforeexercised. In connection with such notice, the Committee may in its discretionaccelerate or waive any deferred exercise period. Notwithstanding theforegoing, in the event of a change in control of the Company (as defined in avote of the Compensation Committee adopted May 29, 2002), this Option shallbecome exercisable as to all shares without regard to any deferredexercisability schedule or deferred exercise period.

6.     Transferability. This Option may be transferred withoutconsideration (or for such consideration as the Committee may from time to timedeem appropriate) by the holder thereof to any Family Member; provided,however, that no subsequent transfer of such option shall be permitted exceptfor 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 anyadoptive 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 otherentity in which any of the persons described in clause (i) or the Participantholds more than 50% of the voting interests.

7.     Exercise of Option After Termination of Employment. Ifthe Participant’s employment with (a) the Company, (b) an Affiliate, or (c) acorporation (or parent or subsidiary corporation of such corporation) issuingor assuming a stock option in a transaction to which section 424(a) of the Codeapplies, is terminated for any reason other than by disability (within themeaning of section 22(e)(3) of the Code) death or retirement, the Participantmay exercise the rights which were available to the Participant at the time ofsuch termination only within three months from the date of termination. IfParticipant’s employment is terminated as a result of disability, such rightsmay be exercised within twelve months from the date of termination.  If Participant’s employment is terminated asa result of retirement (which is defined as a minimum of age 60 plus a minimumof five years of service provided employment is not terminated for cause), thisStock Option shall become exercisable as to all shares without regard to anydeferred exercise period, and such rights may be exercised within three yearsfrom the date of termination.  Upon thedeath of the Participant, his or her Designated Beneficiary shall have theright, at any time within twelve months after the date of death, to exercise inwhole or in part any rights that were available to the Participant at the timeof death.  If the Participant’semployment is terminated for cause, the Participant may exercise the rightswhich were available to the Participant at the time of such termination onlywithin three months from the date of termination.  Termination by the Company of the Participant’semployment for “cause” shall mean termination upon (A) the willful andcontinued failure by him or her to substantially perform his or her duties withthe Company (other than any such failure resulting from his or her incapacitydue to physical or mental illness) after a written demand for substantial performanceis delivered to the Participant by the Company, which demand specificallyidentifies the manner in which the Company believes that he or she has notsubstantially performed his or her duties, or (B) the willful engaging by theParticipant in conduct which is demonstrably and materially injurious to theCompany, monetarily or otherwise.  Noact, 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 withoutreasonable belief that his or her action or omission was in the best interestof the Company.  In the case of anyParticipant who is a corporate officer of the Company, determination forpurposes of this section of whether termination of such Participant’s employmentis for “cause” shall be made by the Committee. In the case of any Participant who is not a corporate officer of theCompany, determination for purposes of this section of whether termination ofsuch Participant’s employment is for “cause” shall be made by the Senior VicePresident, Chief Human Resources Officer, in his sole discretion, whosedecision shall be final. Notwithstanding any of the foregoing, no rights underthis Stock Option may be exercised after the Expiration Date.

8.     Compliance with Securities Laws. It shall be a conditionto the Participant’s right to purchase shares of Common Stock hereunder thatthe Company may, in its discretion, require (a) that the shares of Common Stockreserved for issue upon the exercise of this Option shall have been dulylisted, upon official notice of issuance, upon any national securities exchangeor automated quotation system on which the Company’s Common Stock may then belisted or quoted, (b) that either (i) a registration statement under theSecurities 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 beexempt from registration under that Act and the Participant shall have madesuch undertakings and agreements with the Company as the Company may reasonablyrequire, and (c) that such other steps, if any, as counsel for the Companyshall consider necessary to comply with any law applicable to the issue of suchshares by the Company shall have been taken by the Company or the Participant,or both. The certificates representing the shares purchased under this Optionmay contain such legends as counsel for the Company shall consider necessary tocomply with any applicable law.

9.     Payment of Taxes. The Participant shall pay to theCompany, or make provision satisfactory to the Company for payment of any taxesrequired by law to be withheld with respect to the exercise of this Option. TheCommittee may, in its discretion, require any other federal or state taxesimposed on the sale of the shares to be paid by the Participant.  In the Committee’s discretion, such taxobligations may be paid in whole or in part in shares of Common Stock,including shares retained from the exercise of this Option, valued at theirFair 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 tothe Participant.

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

----

employeeor consultant or otherwise change the terms of service.  No Participant or Designated Beneficiaryshall have any rights as a shareholder with respect to any shares of CommonStock to be issued under the Plan or any Option until he or she becomes theholder thereof.  The loss of existing orpotential profit in an Option grant shall not constitute an element of damagesin the event of termination of employment or service for any reason, even ifthe termination is in violation of an obligation of the Company or itsAffiliate to the Participant.

11.   Acceptance.  Failure of the Participant to accept theterms and conditions of this Option in accordance with the requirements of theCommittee or its delegate, as applicable, can result in adverse consequences tothe Participant, including cancellation of the Option.
| ACKNOWLEDGED AND AGREED: |   |   |
|--------------------------|--------|--------|
|                     |   |   |
|                     |   |   |
| Participant Signature    |   |   |
|                     |   |   |
|                     |   |   |
| Participant Name (Print) | Date   |   |   |
| *Revised  12/4/06*       |
|                          |        |        |  |

 

----