Exhibit 10.1


 


GENZYME SENIOR EXECUTIVE ANNUAL CASH INCENTIVE PROGRAM


 


The Genzyme Senior
Executive Annual Cash Incentive Program (‘the Plan’) provides the opportunity
for cash incentive compensation to reward the achievement of both individual
and business objectives.


 


Eligibility


 


The Plan year is defined as the
calendar year from January 1 to December 31, although the Plan terms
will apply through the date earned bonuses for the Plan year are paid.


 


The Chief Executive Officer (‘CEO’)
of Genzyme Corporation (the ‘Company’) and those senior executives of the
Company recommended by the CEO and approved by the Compensation Committee (the ‘Committee’)
of the Board of Directors of the Company (the ‘Board of Directors’) are
eligible to participate in the Plan.  Each
senior executive, including the CEO, eligible to participate in this Plan for a
particular Plan year is referred to herein as a ‘Participant.’  A Participant who has engaged in misconduct
or who otherwise is not in good standing, in each case as determined by the
Compensation Committee in its sole discretion, will not be eligible for a
bonus.


 


Plan
Administration


 


Administration of the Plan will be
the responsibility of the Committee in conjunction with the CEO and Sr. Vice
President/Chief Human Resources Officer.


 


The Committee and the Board of
Directors reserve the right, in their sole and absolute discretion, at any time
with or without notice, to amend or terminate the Plan and to modify any items,
terms or conditions of the Plan, including but not limited to, performance
criteria, payout percentages and eligibility criteria.  Notwithstanding the foregoing, the
requirement that all earned bonus payments be made on or before March 15
of the year following the Plan year may not be modified.


 


If any term or condition
of this Plan is found to be inconsistent with any applicable state or federal
law, that term or condition will be non-enforceable in the jurisdiction in
which it does not conform, but such non-enforceability will not negate other
terms and conditions of the Plan.


 


Incentive Determination


 


The Committee establishes annual
bonus targets for eligible Participants for the upcoming Plan year in December of
the preceding Plan year. These targets are subsequently communicated to the CEO
by the Committee and to the remaining Participants by the CEO or his designees.


 


The annual bonus targets are
comprised of: (i) an individual component, which shall be based on the
individual Participant’s successful performance; and (ii) a corporate
component, which shall be based on the Company’s attainment of 100% of the
operating income goals as previously set by the Board of Directors in
connection with approving the Company’s annual budget (‘Operating Income Goals’).  The individual component for certain Participants
may also include a division component as determined by the Committee after
considering the recommendation of the CEO. 
Each component’s target amount shall be determined by the Committee for
the CEO, and shall be determined by the Committee for all other Participants
after considering the recommendation of the CEO.


 


The corporate and division
performance metrics for the upcoming Plan year are approved by the Board of
Directors in December of the preceding Plan year.


 


Determination of an
annual bonus earned against target is made as follows:


 


·                  Individual Bonus Component:  The individual performance is determined by
the Committee after considering the recommendation of the CEO. (Where a
division component is included, the performance is typically determined by the
Committee after considering the recommendation of the CEO.)  In the case of the CEO, the individual
performance is determined by the Committee.


 


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·                  Corporate Bonus Component:  The corporate component is determined by the
Company’s actual attainment (as determined by Finance) of the Operating Income
Goals, and is approved by the Compensation Committee for each Participant.  Although the corporate bonus component target
is based on 100% attainment of the Operating Income Goals, Participants are
eligible to earn more or less than their target depending upon the extent of
the Company’s attainment, as set forth in Table 1.


 


Impact
of Employee Status


 


The Committee, in its sole
discretion, and upon recommendation by the CEO will make determinations for the
application of the Plan to senior executives who have a change in employee
status (e.g., new hire, termination, change in hours, leave of absence).  In the case of a change in employee status of
the CEO, the Committee will determine the applicability of the Plan to the CEO
in its sole discretion.


 


Date of Payment


 


Earned bonus payments are made on
or before March 15th of the year following the Plan year to all
eligible Participants.


 


Approved by the Compensation
Committee of the Board of Directors on December 1, 2008


 


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TABLE
1


 


Corporate Attainment % of Operating Income Goals /
Corporate Bonus Component Payout %


 


	
  Corporate

  	
   

  	
  Corporate

  	
   

  
	
  Attainment %(1)

  	
   

  	
  Payout %

  	
   

  
	
  >120

  	
  %

  	
  150

  	
  %

  
	
  120

  	
  %

  	
  150

  	
  %

  
	
  119

  	
  %

  	
  147.5

  	
  %

  
	
  118

  	
  %

  	
  145

  	
  %

  
	
  117

  	
  %

  	
  142.5

  	
  %

  
	
  116

  	
  %

  	
  140

  	
  %

  
	
  115

  	
  %

  	
  137.5

  	
  %

  
	
  114

  	
  %

  	
  135

  	
  %

  
	
  113

  	
  %

  	
  132.5

  	
  %

  
	
  112

  	
  %

  	
  130

  	
  %

  
	
  111

  	
  %

  	
  127.5

  	
  %

  
	
  110

  	
  %

  	
  125

  	
  %

  
	
  109

  	
  %

  	
  122.5

  	
  %

  
	
  108

  	
  %

  	
  120

  	
  %

  
	
  107

  	
  %

  	
  117.5

  	
  %

  
	
  106

  	
  %

  	
  115

  	
  %

  
	
  105

  	
  %

  	
  112.5

  	
  %

  
	
  104

  	
  %

  	
  110

  	
  %

  
	
  103

  	
  %

  	
  107.5

  	
  %

  
	
  102

  	
  %

  	
  105

  	
  %

  
	
  101

  	
  %

  	
  102.5

  	
  %

  
	
  100

  	
  %

  	
  100

  	
  %

  
	
  99

  	
  %

  	
  98.5

  	
  %

  
	
  98

  	
  %

  	
  97

  	
  %

  
	
  97

  	
  %

  	
  95.5

  	
  %

  
	
  96

  	
  %

  	
  94

  	
  %

  
	
  95

  	
  %

  	
  92.5

  	
  %

  
	
  94

  	
  %

  	
  91

  	
  %

  
	
  93

  	
  %

  	
  89.5

  	
  %

  
	
  92

  	
  %

  	
  88

  	
  %

  
	
  91

  	
  %

  	
  86.5

  	
  %

  
	
  90

  	
  %

  	
  85

  	
  %

  
	
  89

  	
  %

  	
  83.5

  	
  %

  
	
  88

  	
  %

  	
  82

  	
  %

  
	
  87

  	
  %

  	
  80.5

  	
  %

  
	
  86

  	
  %

  	
  79

  	
  %

  
	
  < 86

  	
  %

  	
  0

  	
  %

  



 






(1)           Attainment
percentages are rounded for calculation purposes.


 


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