Exhibit 10.3


 


GENZYME CORPORATION


(the “Company”)


[Tier I]


 


Performance Restricted Stock Unit Award Agreement (the “Award Agreement”)


 


under


 


Genzyme Corporation 2004 Equity Incentive Plan (the “Equity Plan”) and Senior
Executive Long-Term Incentive Plan (the “LTI Plan” and together with the Equity
Plan, the “Plans”)


 


1.                                       Plans
Incorporated by Reference.  This
Performance Restricted Stock Unit Award (the “Award”) is issued pursuant to the
terms of the Plans (as amended or may be amended) and this Award Agreement, and
may be amended as provided in the Plans. 
This Award Agreement does not set forth all of the terms and conditions
of the Plans, which are incorporated herein by reference. Copies of the Plans
may be obtained upon written request without charge from the Shareholder
Relations Department of the Company.


 


2.                                       Grant of
Performance Vesting Restricted Stock Units (“Performance RSUs”).  The Compensation Committee of the Company’s
Board of Directors (the “Committee”) has granted to you the opportunity to earn
the number of Performance RSUs set forth in the Notice of Grant of Award
attached to this Award Agreement based on the achievement of the Performance
Measures at the end of the Performance Period specified in Exhibit A to
this Award Agreement and your continued employment in accordance with the
terms, conditions and restrictions set forth in this Award Agreement.  Earned Performance RSUs will be settled by
delivery of one share of the Company’s common stock, $.01 par value per share
(each a “Share” and together, the “Shares”) for each RSU being settled.


 


3.                                       Exhibit A.  The Performance Period, Performance Measures
and Performance Levels for your Performance RSUs are specified on Exhibit A
to this Award Agreement.


 


4.                                       Potential and
Actual Vesting of Performance RSUs.  The number of your Performance RSUs that vest
will be conditioned upon both “Performance” vesting and “Continuous Service”
vesting.  As soon as practicable after
the completion of the Performance Period, the Committee shall determine the
actual level of attainment for each Performance Measure, and from this, your
number of potential vested Performance RSUs shall
be determined as described in Exhibit A (the “Performance Qualified Shares”).  The number of Performance Qualified Shares
that you actually earn is conditioned and determined upon your satisfaction of
the Continuous Service vesting requirements set forth in Section 5 below.


 


5.                                       Continuous
Service Requirement.   If you
have been continuously employed by (i) the Company, (ii) an Affiliate
(as defined in the Equity Plan) or (iii) a corporation or other entity (or
parent or subsidiary thereof) assuming this Award Agreement or issuing a
substitute 


 

















 


equity-based
award pursuant to the Equity Plan (collectively, “Group”) through the date on
which Performance Qualified Shares are settled with respect to the Performance
Period (the “Settlement Date”), 100% of your Performance Qualified Shares
determined in accordance with Section 4 above shall be earned and this
Award shall be considered vested upon the Settlement Date.  Notwithstanding the foregoing sentence, if
your employment with the Group terminates before the Settlement Date by reason
of death, disability (in accordance with the Company’s Long Term Disability
Policy or any other applicable Human Resources policy in effect at the time of
your employment termination) or Retirement (as defined in the LTI Plan), then
you shall earn and vest in the number of your Performance Qualified Shares, if
any, multiplied by a ratio calculated by dividing (x) the number of
completed months (rounded to the nearest whole number) of continuous employment
actually completed by you in the Performance Period by (y) the number of
months constituting the entire Performance Period.


 


If
your employment with the Group terminates before the Settlement Date for any
reason other than death, disability or Retirement, then you shall not earn any
Performance Qualified Shares, you shall have no right, title or interest in and
to the Shares subject to this Performance Restricted Stock Unit Award, and this
Award shall terminate upon such termination of your employment.


 


6.                                       Change in
Control. Notwithstanding anything to the contrary in Sections 4 and 5 above,
if a Change in Control (as defined in the Participant’s Amended and Restated
Executive Employment Agreement) occurs before the end of the Performance Period
and (A) you have been continuously employed by the Group through the
effective date of the Change in Control, then upon such effective date, you
will immediately earn and vest in the number of Performance RSUs equal to the
designated number of Performance RSUs set forth on your Notice of Grant Award
multiplied by a ratio calculated by dividing (x) the number of completed
months (rounded to the nearest whole number) from the beginning of the
Performance Period through the effective date of the Change in Control by (y) the
number of months constituting the entire Performance Period (“Change in Control
Shares”); or (B) your employment with the Group terminated by reason of
death, disability or Retirement during such Performance Period and before the
effective date of the Change in Control, then upon such effective date, you
shall earn and vest in the number of Performance RSUs equal to the designated
number of Performance RSUs set forth on your Notice of Grant Award multiplied
by the same ratio set forth in the last sentence of Section 5 above and
the Shares to which you are entitled will be delivered at the same time as
Change in Control Shares are delivered pursuant to Section 7 below.


 


7.                                       Delivery of
Shares.  If your Performance Qualified
Shares are determined to be earned in accordance with Section 5 above, or
if any Change in Control Shares are determined to be earned in accordance with Section 6
above, then as soon as practicable after any such determination and in no event
later than March 15th of the calendar year following the calendar year in
which such determination occurs, the Company shall deliver to you the number of
Shares to which you are entitled pursuant to Sections 5 or 6.


 

















 


8.                                       Performance
Restricted Stock Unit Award Not Transferable. This Performance
Restricted Stock Unit Award is not transferable by you otherwise than by will
or the laws of descent and distribution. The naming of a Designated Beneficiary
does not constitute a transfer.  A “Designated
Beneficiary” means the beneficiary designated by you to receive amounts due
under the Award in the event of your death. 
In the absence of an effective designation by you, your beneficiary will
be your estate.


 


9.                                       Tax Matters.


 


(a) Withholding.  You shall pay to the Company, or make
provision satisfactory to the Company for payment of any amounts required by
law to be withheld with respect to the vesting of this Performance Restricted
Stock Unit Award or the delivery of Shares hereunder.  The Administrator (as defined in the Equity
Plan) may, in its sole discretion, require that a portion of the Shares that
would otherwise have been delivered to you upon the Settlement Date be sold by
you or retained by the Company to satisfy withholding and payment obligations,
or in the case of any such amounts due upon vesting and prior to the Settlement
Date that the number of shares payable under this Performance Restricted Stock
Unit Award may be reduced to satisfy such withholding or payment
obligations.  Such Shares shall be valued
at the Fair Market Value (as defined in the Equity Plan) on the date of sale if
sold, or vesting if retained or reduced. 
All other terms of the sale or retention shall be determined by the
Administrator in its sole discretion. 
The Administrator may, in its sole discretion, require any other
federal, state or local taxes imposed on the sale of the shares to be paid by
you.  In the Administrator’s sole
discretion, such additional tax obligations may be paid in whole or in part in
Shares (but not in excess of the minimum withholding required by law),
including Shares sold upon or retained from the vesting of this Performance
Restricted Stock Unit Award, valued at their Fair Market Value on the date of sale
if sold, or of vesting if retained.  Any
cash proceeds resulting from a sale of Shares pursuant to this section 9 that
are in excess of the taxes due shall be paid to you. The Company and its
Affiliates may, to the extent permitted by law, deduct any tax obligations from
any payment of any kind otherwise due to you.


 


(b) Section 409A.  This Performance Restricted Stock Unit Award
is intended to qualify for the “short-term deferral” exemption from Section 409A
and shall be construed by the Administrator accordingly.  Notwithstanding the preceding sentence,
neither the Group, nor the Administrator, nor any person acting on behalf of
any of them, shall be liable to you by reason of any acceleration of income, or
any tax or additional tax, asserted by reason of any failure of this Award or
any portion thereof to satisfy the requirements for exemption from, or
compliance with, Section 409A of the Code.


 


(c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to you by reason of
any tax asserted under Section 4999 of the Code.


 


10.                                 Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a participant under the Plans.  Any
grant made under the Plans shall be made in the sole discretion of the
Committee and no prior 


 

















 


grant
shall entitle a person to any future grant. 
Nothing in the Plans or any Performance Restricted Stock Unit Award will
be construed as giving any person the right to continued employment or
employment for a specific period with the Group, or any rights as a shareholder
except as to Shares actually issued under the Equity Plan.  In no event shall the Plans, or any grant
made under the Plans, form a part of an employee’s contract of employment, if
any.  The loss of existing or potential
profit in Performance Restricted Stock Units or Shares will not constitute an
element of damages in the event of termination of employment for any reason,
even if the termination is in violation of an obligation of the Group to the
Participant.


 


11.                                 Acceptance.  Your failure to accept the terms and
conditions of this Performance Restricted Stock Unit Award in accordance with
the requirements of the Administrator can result in adverse consequences to
you, including cancellation of the Performance Restricted Stock Unit Award.


 


 


ACKNOWLEDGED
AND AGREED:


 


 


	
   

  	
   

  
	
  Participant
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant
  Name (Print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 














 


GENZYME CORPORATION


(the “Company”)


[Tier II]


 


Performance Restricted Stock Unit Award Agreement (the “Award Agreement”)


 


under


 


Genzyme Corporation 2004 Equity Incentive Plan (the “Equity Plan”) and Senior
Executive Long-Term Incentive Plan (the “LTI Plan” and together with the Equity
Plan, the “Plans”)


 


1.                                       Plans
Incorporated by Reference.  This
Performance Restricted Stock Unit Award (the “Award”) is issued pursuant to the
terms of the Plans (as amended or may be amended) and this Award Agreement, and
may be amended as provided in the Plans. 
This Award Agreement does not set forth all of the terms and conditions
of the Plans, which are incorporated herein by reference. Copies of the Plans
may be obtained upon written request without charge from the Shareholder
Relations Department of the Company.


 


2.                                       Grant of
Performance Vesting Restricted Stock Units (“Performance RSUs”).  The Compensation Committee of the Company’s
Board of Directors (the “Committee”) has granted to you the opportunity to earn
the number of Performance RSUs set forth in the Notice of Grant of Award
attached to this Award Agreement based on the achievement of the Performance
Measures at the end of the Performance Period specified in Exhibit A to
this Award Agreement and your continued employment in accordance with the
terms, conditions and restrictions set forth in this Award Agreement.  Earned Performance RSUs will be settled by
delivery of one share of the Company’s common stock, $.01 par value per share
(each a “Share” and together, the “Shares”) for each RSU being settled.


 


3.                                       Exhibit A.  The Performance Period, Performance Measures
and Performance Levels for your Performance RSUs are specified on Exhibit A
to this Award Agreement.


 


4.                                       Potential and
Actual Vesting of Performance RSUs.  The number of your Performance RSUs that vest
will be conditioned upon both “Performance” vesting and “Continuous Service”
vesting.  As soon as practicable after
the completion of the Performance Period, the Committee shall determine the
actual level of attainment for each Performance Measure, and from this, your
number of potential vested Performance RSUs shall
be determined as described in Exhibit A (the “Performance Qualified Shares”).  The number of Performance Qualified Shares
that you actually earn is conditioned and determined upon your satisfaction of
the Continuous Service vesting requirements set forth in Section 5 below.


 


5.                                       Continuous
Service Requirement.   If you
have been continuously employed by (i) the Company, (ii) an Affiliate
(as defined in the Equity Plan) or (iii) a corporation or other entity (or
parent or subsidiary thereof) assuming this Award Agreement or issuing a
substitute equity-based award pursuant to the Equity Plan (collectively, “Group”)
through the date on 


 

















 


which
Performance Qualified Shares are settled with respect to the Performance Period
(the “Settlement Date”), 100% of your Performance Qualified Shares determined
in accordance with Section 4 above shall be earned and this Award shall be
considered vested upon the Settlement Date. 
Notwithstanding the foregoing sentence, if your employment with the
Group terminates before the Settlement Date by reason of death, disability (in
accordance with the Company’s Long Term Disability Policy or any other
applicable Human Resources policy in effect at the time of your employment
termination) or Retirement (as defined in the LTI Plan), then you shall earn
and vest in the number of your Performance Qualified Shares, if any, multiplied
by a ratio calculated by dividing (x) the number of completed months
(rounded to the nearest whole number) of continuous employment actually
completed by you in the Performance Period by (y) the number of months
constituting the entire Performance Period.


 


If
your employment with the Group terminates before the Settlement Date for any
reason other than death, disability or Retirement, then you shall not earn any
Performance Qualified Shares, you shall have no right, title or interest in and
to the Shares subject to this Performance Restricted Stock Unit Award, and this
Award shall terminate upon such termination of your employment.


 


6.                                       Change in
Control. Notwithstanding anything to the contrary in Sections 4 and 5 above,
if a Change in Control (as defined in the Committee vote adopted May 29,
2002) occurs before the end of the Performance Period and (A) you have
been continuously employed by the Group through the effective date of the
Change in Control, then upon such effective date, you will immediately earn and
vest in the number of Performance RSUs equal to the designated number of
Performance RSUs set forth on your Notice of Grant Award multiplied by a ratio
calculated by dividing (x) the number of completed months (rounded to the
nearest whole number) from the beginning of the Performance Period through the
effective date of the Change in Control by (y) the number of months
constituting the entire Performance Period (“Change in Control Shares”); or (B) your
employment with the Group terminated by reason of death, disability or
Retirement during such Performance Period and before the effective date of the
Change in Control, then upon such effective date, you shall earn and vest in
the number of Performance RSUs equal to the designated number of Performance
RSUs set forth on your Notice of Grant Award multiplied by the same ratio set
forth in the last sentence of Section 5 above and the Shares to which you
are entitled will be delivered at the same time as Change in Control Shares are
delivered pursuant to Section 7 below.


 


7.                                       Delivery of
Shares.  If your Performance Qualified
Shares are determined to be earned in accordance with Section 5 above, or
if any Change in Control Shares are determined to be earned in accordance with Section 6
above, then as soon as practicable after any such determination and in no event
later than March 15th of the calendar year following the calendar year in
which such determination occurs, the Company shall deliver to you the number of
Shares to which you are entitled pursuant to Sections 5 or 6.


 


8.                                       Performance
Restricted Stock Unit Award Not Transferable. This Performance
Restricted Stock Unit Award is not transferable by you otherwise than by will
or the laws of 


 

















 


descent
and distribution. The naming of a Designated Beneficiary does not constitute a
transfer.  A “Designated Beneficiary”
means the beneficiary designated by you to receive amounts due under the Award
in the event of your death.  In the
absence of an effective designation by you, your beneficiary will be your
estate.


 


9.                                       Tax Matters.


 


(a) Withholding.  You shall pay to the Company, or make
provision satisfactory to the Company for payment of any amounts required by
law to be withheld with respect to the vesting of this Performance Restricted
Stock Unit Award or the delivery of Shares hereunder.  The Administrator (as defined in the Equity
Plan) may, in its sole discretion, require that a portion of the Shares that
would otherwise have been delivered to you upon the Settlement Date be sold by
you or retained by the Company to satisfy withholding and payment obligations,
or in the case of any such amounts due upon vesting and prior to the Settlement
Date that the number of shares payable under this Performance Restricted Stock
Unit Award may be reduced to satisfy such withholding or payment obligations.  Such Shares shall be valued at the Fair
Market Value (as defined in the Equity Plan) on the date of sale if sold, or
vesting if retained or reduced.  All
other terms of the sale or retention shall be determined by the Administrator
in its sole discretion.  The Administrator
may, in its sole discretion, require any other federal, state or local taxes
imposed on the sale of the shares to be paid by you.  In the Administrator’s sole discretion, such
additional tax obligations may be paid in whole or in part in Shares (but not
in excess of the minimum withholding required by law), including Shares sold
upon or retained from the vesting of this Performance Restricted Stock Unit
Award, valued at their Fair Market Value on the date of sale if sold, or of
vesting if retained.  Any cash proceeds
resulting from a sale of Shares pursuant to this section 9 that are in excess
of the taxes due shall be paid to you. The Company and its Affiliates may, to
the extent permitted by law, deduct any tax obligations from any payment of any
kind otherwise due to you.


 


(b) Section 409A.  This Performance Restricted Stock Unit Award
is intended to qualify for the “short-term deferral” exemption from Section 409A
and shall be construed by the Administrator accordingly.  Notwithstanding the preceding sentence,
neither the Group, nor the Administrator, nor any person acting on behalf of
any of them, shall be liable to you by reason of any acceleration of income, or
any tax or additional tax, asserted by reason of any failure of this Award or
any portion thereof to satisfy the requirements for exemption from, or
compliance with, Section 409A of the Code.


 


(c) Section 4999.  Neither the Group, nor the Administrator, nor
any person acting on behalf of any of them, shall be liable to you by reason of
any tax asserted under Section 4999 of the Code.


 


10.                                 Rights Limited.  The Administrator, in its sole discretion,
shall determine from the group of eligible persons whether an individual shall
be a participant under the Plans.  Any
grant made under the Plans shall be made in the sole discretion of the
Committee and no prior grant shall entitle a person to any future grant.  Nothing in the Plans or any Performance
Restricted Stock Unit Award will be construed as giving any person the right to
continued 


 

















 


employment
or employment for a specific period with the Group, or any rights as a
shareholder except as to Shares actually issued under the Equity Plan.  In no event shall the Plans, or any grant
made under the Plans, form a part of an employee’s contract of employment, if
any.  The loss of existing or potential
profit in Performance Restricted Stock Units or Shares will not constitute an
element of damages in the event of termination of employment for any reason,
even if the termination is in violation of an obligation of the Group to the
Participant.


 


11.                                 Acceptance.  Your failure to accept the terms and
conditions of this Performance Restricted Stock Unit Award in accordance with
the requirements of the Administrator can result in adverse consequences to
you, including cancellation of the Performance Restricted Stock Unit Award.


 


 


ACKNOWLEDGED
AND AGREED:


 


 


	
   

  	
   

  
	
  Participant
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant
  Name (Print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date

  	
   

  



 

















 


Exhibit A


 


2010 — 2012 Performance Restricted Stock Unit Award


 


The
Performance Period is from January 1, 2010 through December 31, 2012.


 


The
Performance Measures are (1) cash flow return on invested capital (“CFROI”),
which comprises 50% of the Performance Restricted Stock Unit Award, and (2) relative
total shareholder return measured against the performance of a relevant subset
of biotechnology, medical devices and pharmaceutical companies in the S&P
500 Health Care Index (“Relative TSR”), which comprises the other 50%.


 


CFROI


 


The
three-year CFROI target is:                                                                          13.1%


 


For
performance between 85% and 100% of the CFROI target, the potential payout
range is between 50% and 100% of the number of Performance RSUs associated with
this Performance Measure.


 


Relative
TSR


 


If
Genzyme’s Relative TSR is between the 40th and 65th percentile rank, the potential payout range is
between 35% and 100% of the number of Performance RSUs associated with this
Performance Measure.