Exhibit
10.4


 


	
  

  	
   

  
	
  Notice of Grant of Award

  and Award Agreement

  	
  GENZYME CORPORATION

  ID: 06-1047163

  500 Kendall Street

  Cambridge, MA 02142

  
	
   

  	
   

  



 


	
  [First Name][Last Name]

  	
  Award Number:

  	
  [Grant Number]

  
	
  [Address Line 1]

  	
  Plan:

  	
  [Plan Number]

  
	
  [City], [State] [Zip][Country]

  	
  ID:

  	
  [Social Security]

  



 


Effective
[Grant Date], you have been granted an award of [Share Number] restricted stock
units.  These units are restricted until
the vest date(s) shown below, at which time you will receive shares of GENZYME
CORPORATION (the Company) common stock.


The
current total value of the award is $[Dollar Amount].


The
total price of the award is $[Dollar Amount].


The
award will vest in increments on the date(s) shown.




	
  Shares

  	
   

  	
  Full Vest

  
	
  [Share Number]

  	
   

  	
  [Grant Date]

  
	
   

  	
   

  	
   

  






 






This
award is granted under and governed by the terms and conditions of the
Company’s Equity Plan as Amended and the Award Agreement, all of which are
attached and made a part of this document.






 











 


Genzyme Corporation 2007
Director Equity Plan

Restrictive Stock Unit Terms and Conditions


1.  Plan Incorporated by Reference.  This Restricted Stock Unit
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 Restrictive
Stock Units under the Plan are automatic and any interpretation with respect to
the Plan and Restrictive Stock Units 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.  Vesting Schedule.  The Director’s right to
acquire the number of shares of Stock of the Company set forth on the face of
this certificate shall vest on the third anniversary of the date of grant (the “Vesting
Date”). Notwithstanding the foregoing, this Restricted Stock Unit shall not
vest on the Vesting Date unless the Director is then, and since the date of
grant has been continuously, serving as Director of the Company.


3.  Delivery of Shares.  As soon as practicable after the Vesting Date
for this Restricted Stock Unit, the Company shall deliver to the Director the
number of shares of Stock of the Company set forth on the face of this
certificate.  The provisions of this
section 3 and of section 2 above shall not be construed as limiting the Company’s
right to accelerate the vesting of any portion of the Restricted Stock Unit or
of the delivery of shares in respect of any vested portion of the Restricted
Stock Unit whether in connection with a Covered Transaction or Change in
Control or otherwise, subject, however, to the requirements for exemption from,
or compliance with, Section 409A, as determined by the committee.


4.  Transferability.  This Restrictive Stock Unit 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
Restrictive Stock Unit 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.


5.  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 vesting period shall be automatically
accelerated and the Director shall be entitled to receive upon vesting in
accordance with the terms of the Restrictive Stock Unit 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 vested under this Restrictive
Stock Unit 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 Restrictive
Stock Unit shall become vested as to all shares without regard to any deferred vesting
schedule or deferred vesting period.


6.  Limitation of Rights.  Neither the Plan, nor the
granting of this Restrictive Stock Unit or any other action taken pursuant to
the Plan, shall constitute an agreement or understanding, express or implied,
that the Company will retain a Restrictive Stock Unit holder 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 Restrictive Stock Unit until the date the Restrictive
Stock Unit vests and shares of Stock are issued to the Director.


7.  Compliance with Securities Laws.  It shall be a condition to the
Director’s right to receive shares of Stock hereunder that the Company may, in
its discretion, require (a) that the shares of Stock reserved for issue upon
the vesting of this Restrictive Stock Unit 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 grant 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 to be granted under this Restrictive
Stock Unit may contain such legends as counsel for the Company shall consider
necessary to comply with any applicable law.


8.  Acceptance.  Failure of the participant to accept the
terms and conditions of this Restrictive Stock Unit can result in adverse
consequences to the participant, including cancellation of the Restricted Stock
Unit


    ACKNOWLEDGED
AND AGREED:


	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
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  Date