Exhibit
10.3


 


GENZYME
CORPORATION

NOTICE OF GRANT OF STOCK OPTIONS

AND OPTION AGREEMENT


ID: 06-1047163

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.




	
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MAINTAIN THIS COPY
FOR YOUR RECORDS.


These options are granted
under and governed by the terms and conditions of the Company’s 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

Nonstatutory Stock Option

Terms and Conditions


1.  Plan Incorporated by Reference.  This Option is issued
pursuant 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 the meanings given to them in the
Plan.  This certificate 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 is the option price set forth on the face of this certificate as
determined in accordance with the Plan (the “Option Price”).


3.  Period of Exercise.  This Option may be exercised from time to
time up to the number of shares and in accordance with the exercisability
schedule set forth on the face of this certificate, 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 such 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 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 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 consolidation or merger of
the Company with another corporation where the Company’s stockholders do not
own a majority in interest of the surviving or resulting corporation, or the
sale or  exchange of all or
substantially all of the assets of the Company, or a reorganization or
liquidation of the Company, any deferred exercise period shall be automatically
accelerated and the Director shall be entitled to receive upon exercise and
payment in accordance with the terms of the Option the same shares, securities
or property as he or she would have been entitled to receive upon the
occurrence of such event if he or she had been, immediately prior to such
event, the holder of the number of shares of Stock purchasable under this
Option or, if another corporation shall be the survivor, such corporation shall
substitute therefor substantially equivalent shares, securities or property of
such other corporation; 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 participant to accept the
terms and conditions of this Option can result in adverse consequences to the
participant, including cancellation of the stock option.


    ACKNOWLEDGED
AND AGREED:


	
   

  	
   

  	
   

  
	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Date