Exhibit 10.3


 


	
  Notice of Grant of Stock Options

  	
  GENZYME CORPORATION

  
	
  and Option Agreement

  	
  ID: 06-1047163

  
	
   

  	
  500 Kendall Street

  
	
   

  	
  Cambridge, MA 02142

  
	
   

  	
   

  
	
  [First Name][Family Name]

  	
  Option Number:

  	
  [00000000]

  
	
  [Address Line 1]

  	
  Plan:

  	
  [####]

  
	
  [City], [State] [Postal Code]

  	
  ID:

  	
  [SSN or Emp. ID]]

  



 


Effective [Date], you have been granted a Non-Statutory Stock Option to
buy [#,####] shares of GENZYME CORPORATION (the Company) stock at $[Value] per
share.


 


The total option price of the shares granted is $[Value].


 


Shares in each period will become fully vested on the date shown.


 


	
  Shares

  	
   

  	
  Full Vest

  	
   

  	
  Vest Type

  	
   

  	
  Expiration

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [#,###]

  	
   

  	
  On Vest Date

  	
   

  	
  [Date]

  	
   

  	
  [Date]

  	
   

  



 


MAINTAIN THIS COPY FOR
YOUR RECORDS.


 


These options are granted under and governed by the terms and
conditions of the Company’s 2007 Director Equity Plan as amended and the Option
Agreement, all of which are attached and made a part of this document.


 














 


Genzyme
Corporation 2007 Director Equity Plan (the “Plan”)


Non-Statutory Stock Option Agreement


 


1.  Plan Incorporated by Reference.  This Option is issued
pursuant to the terms of the Plan, as amended and as may be amended, and this
Non-Statutory Stock Option Agreement (“Agreement”), and may only be amended as
provided in the Plan.  Capitalized terms
used and not otherwise defined in this Agreement have the meanings given to
them in the Plan.  This Agreement does
not set forth all the terms and conditions of the Plan, which are incorporated
herein by reference.  Grants of options
under the Plan are automatic and any interpretation with respect to the Plan
and options granted under it shall be determined by a committee consisting of
all Directors of the Company who are not eligible to participate in the Plan
and such determinations 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 Stock issued upon exercise of the whole or any part of this
Option (the “Option Price”) is the option price set forth in the Notice of
Grant of Stock Options associated with this Agreement (“Notice”).


 


3.  Period of Exercise.  This Option will become exercisable on the
date of the next annual meeting of shareholders following the Date of Option
Grant, provided that the Director is at the opening of business on such date,
and since the date of grant has been continuously, serving as a Director of the
Company. Once exercisable, this Option may be exercised from time to time up to
the number of shares set forth in the Notice, but only for the purchase of
whole shares.  A Director who ceases to
serve as a member of the Board may, during his or her lifetime, exercise the
rights he or she had under this Option at the time he or she ceased being a
Director for the full unexpired term of the Option.  Upon the death of the Director, those
entitled to do so under the Director’s will or the laws of descent and
distribution shall have the right, at any time within twelve (12) months after
the date of death, to exercise in whole or in part any rights which were
available to the Director at the time of his or her death.  This Option may not be exercised as to any
shares after the expiration date, which shall be ten years from the Date of Option
Grant.


 


4.  Method of Exercise and Payment.  This Option may be exercised
only by written notice to the company at its head office accompanied by payment
of the full Option Price for the shares of Stock as to which they are
exercised.  The Option Price shall be
paid in cash or by check.  Promptly
following notice and payment, the Company will deliver to the Director (or
other person entitled to exercise the option) a certificate representing the
number of shares with respect to which the Option is being exercised.


 


5.  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 of such director;
provided, however, that no subsequent transfer of this Option shall be
permitted except for transfers: (i) to a Family Member of such director; (ii) back
to the director; 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 transferor Director’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
transferor Director controls the management of assets; or (iv) any other
entity in which any of the persons described in clause (i) or the Director
holds more than 50% of the voting interests.


 


6.  Recapitalizations, Mergers, etc.  In the event of a Covered Transaction, this
Option will become fully exercisable.  If
exercised, shares of Stock will be issued, prior to the Covered Transaction, to
give the holder of the Option a reasonable opportunity, as determined by the
Company, following exercise of the Option to participate as a shareholder in
the Covered Transaction, and the Option will terminate upon consummation of the
Covered Transaction; provided, however, that in lieu of the foregoing the Board
may make such other provision as it may consider equitable to the Director and
in the best interests of the Company. 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.


 


7.  Limitation of Rights.  Neither the Plan, nor the
granting of this Option or any other action taken pursuant to the Plan, shall
constitute an agreement or understanding, express or implied, that the Company
will retain an optionee as a Director for any period of time or at any
particular rate of compensation. 
A  Director shall have no
rights as a stockholder with respect to the shares covered by this Option until
the date he or she exercises such Option and pays the Option Price to the
Company.


 


8.  Compliance with Securities Laws.  It shall be a condition to the
Director’s right to purchase shares of Stock hereunder that the Company may, in
its discretion, require (a) that the shares of 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 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 Director shall have made such undertakings
and agreements with the Company as the Company may reasonable 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 Director, 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.  Acceptance.  Failure of the Director to accept the terms
and conditions of this Option can result in adverse consequences to the
Director, including cancellation of the stock option.


 


 


	
  ACKNOWLEDGED
  AND AGREED:

  
	
   

  
	
   

  	
   

  
	
  Signature

  
	
   

  
	
   

  	
   

  
	
  Name
  (Print)

  
	
   

  
	
   

  	
   

  
	
  Date

  



 


5/22/08