Exhibit 10.5


 


	
  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

  	
   

  	
  Vest Type

  	
   

  	
  Full Vest

  	
   

  	
  Expiration

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [#,###]

  	
   

  	
  On Vest Date

  	
   

  	
  [Date]

  	
   

  	
  [Date]

  	
   

  
	
  [#,###]

  	
   

  	
  On Vest Date

  	
   

  	
  [Date]

  	
   

  	
  [Date]

  	
   

  
	
  [#,###]

  	
   

  	
  On Vest Date

  	
   

  	
  [Date]

  	
   

  	
  [Date]

  	
   

  
	
  [#,###]

  	
   

  	
  On Vest Date

  	
   

  	
  [Date]

  	
   

  	
  [Date]

  	
   

  
	
  [#,###]

  	
   

  	
  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 Stock Option plan as amended and the Option
Agreement, all of which are attached and made a part of this document.


 














 


GENZYME
CORPORATION 2001 EQUITY INCENTIVE PLAN


OFFICER (TIER I)


NONSTATUTORY STOCK OPTION AGREEMENT


 


1.  Plan Incorporated by Reference. This
Option is issued pursuant to the terms of the Plan, as amended or may be
amended, and this Nonstatutory Stock Option Agreement (“Agreement”), and may 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 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 (the “Option Price”) is the option price set forth in the Notice of
Grant of Stock Options associated with this Agreement (“Notice”).


 


3.  Exercisability Schedule. This Stock
Option will vest in accordance with the exercisability schedule set forth in
the Notice, provided that Participant is continuously employed with the Company
or an Affiliate through each applicable date set forth in such schedule, except
as otherwise specified herein.  This
Option may be exercised for the purchase of only whole shares at any time and
from time to time up to the number of shares vested per such schedule set
forth. This Option may not be exercised as to any shares after the date of
expiration set forth in the Notice.


 


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 the Participant’s
employment agreement), 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 the Company without cause; by the Company as a result of disability (as
defined in the Participant’s employment agreement); due to death or after
having achieved retirement status (defined as a minimum of age 60 plus a
minimum of five years of service provided termination is not for cause), the
Participant may exercise the rights that 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 by the Company without
cause, this Option shall become exercisable as to all shares without regard to
any deferred exercise period, and such rights may be exercised within three
months from the date of termination. If Participant’s employment is terminated
as a result of disability, this Option shall become exercisable as to all
shares without regard to any deferred exercise period, and such rights may be
exercised within twelve months from the date of termination.  Upon the death of the Participant, this Stock
Option shall become exercisable as to all shares without regard to any deferred
exercise period, and his or her Designated Beneficiary shall have the right, at
any time within twelve months after the date of death, to exercise such
rights.  Notwithstanding the foregoing three
sentences, if the Participant has achieved retirement status as of the date of
termination for any reason (including death and disability) except 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. 
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.


 


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 5/21/08

  	
   

  	
   

  
					



 














 


GENZYME CORPORATION 2001 EQUITY INCENTIVE PLAN


OFFICER (TIER II)


NONSTATUTORY STOCK OPTION AGREEMENT


 


1.  Plan Incorporated by Reference. This
Option is issued pursuant to the terms of the Plan, as amended or may be
amended, and this Nonstatutory Stock Option Agreement (“Agreement”), and may 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 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 (the “Option Price”) is the option price set forth in the Notice of
Grant of Stock Options associated with this Agreement (“Notice”).


 


3.  Exercisability Schedule. This Stock
Option will vest in accordance with the exercisability schedule set forth in
the Notice, provided that Participant is continuously employed with the Company
or an Affiliate through each applicable date set forth in such schedule, except
as otherwise specified herein.  This
Option may be exercised for the purchase of only whole shares at any time and
from time to time up to the number of shares vested per such schedule.  Notwithstanding anything in this Agreement, this
Option may not be exercised as to any shares after the date of expiration set
forth in the Notice.


 


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 the Company as a result of disability (within the meaning of section
22(e)(3) of the Code); due to death; or after having achieved retirement
status (defined as a minimum of age 60 plus a minimum of five years of
service provided termination is not for cause), the Participant may exercise
the rights that 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, this Stock
Option shall become exercisable as to all shares without regard to any deferred
exercise period, and such rights may be exercised within twelve months from the
date of termination.  Upon the death of
the Participant, this Stock Option shall become exercisable as to all shares
without regard to any deferred exercise period, and his or her Designated
Beneficiary shall have the right, at any time within twelve months after the
date of death, to exercise such rights. 
Notwithstanding the foregoing two sentences, if the Participant has
achieved retirement status as of the date of termination for any reason
(including death and disability) except 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.  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.


 


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 5/21/08