Exhibit 10.1


 


	
  

  	
   

  
	
  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 2004 EQUITY INCENTIVE PLAN

Officer 

Restricted 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 of the terms and conditions
of the Plan, which are incorporated herein by reference. Copies of the Plan may
be obtained upon written request without charge from the Shareholder Relations
Department of the Company.


2.  Vesting Schedule. The
Participant’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 Participant is then,
and since the date of grant has been continuously, employed by the Company or
its Affiliates.


3.  Delivery of Shares. As
soon as practicable after the Vesting Date for this Restricted Stock Unit, the
Company shall deliver to the Participant, subject to sections 4 and 7 below, 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 Administrator.


4.  Recapitalization, Mergers,
Etc. In the event of a Covered Transaction, the Administrator may upon
written notice to the Participant provide that this Restricted Stock Unit shall
terminate on a date not less than 20 days after the date of such notice unless
theretofore vested. In connection with such notice, the Administrator may in
its discretion accelerate or waive any deferred vesting 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 Restricted Stock Unit shall become vested
as to all shares without regard to any deferred vesting schedule or deferred vesting
period.


5.  Restricted Stock Unit Not
Transferable. This Restricted Stock Unit is not transferable by the Participant
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 the Participant, in a manner determined by
the Administrator, to receive amounts due or vesting rights of the Participant
in the event of the Participant’s death. 
In the absence of an effective designation by the Participant, “Designated
Beneficiary” means the Participant’s estate.


6.  Vesting of Restricted Stock
Unit 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 equity in a transaction to
which section 424(a) of the Code applies, is terminated for any reason other
than for cause or by disability (within the meaning of section 22(e)(3) of the
Code), death or retirement, the Participant shall not be entitled to any shares
under this Restricted Stock Unit unless theretofore vested. Upon the death of
the Participant or if Participant’s employment is terminated by the Company as
a result of disability, this Restricted Stock Unit shall immediately vest as to
all shares without regard to any deferred vesting period.  If Participant’s employment is terminated as
a result of retirement (which is defined as a minimum of age 60 plus a
minimum of five years of service provided employment is not terminated for
cause), the Participant shall not be entitled to any shares under this
Restricted Stock Unit unless 











theretofore
vested.  If the Participant’s employment
is terminated by the Company for cause, the Participant shall not be entitled
to any shares under this Restricted Stock Unit unless theretofore vested.  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 6 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 6 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.  For purposes of the vesting conditions set
forth in this section 6, the payment trigger for delivery of shares (“Payment
Event”) pursuant to this Restricted Stock Unit shall be the date of termination
of Participant’s employment.  Delivery of
shares shall occur as soon as practicable after the Payment Event.


7.  Payment of Taxes. The
vesting of the shares acquired hereunder will give rise to “wages” subject to
withholding.  The taxable event of the Restricted
Stock Unit will be the Vesting Date.  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 vesting of this Restricted Stock Unit. The Administrator 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 Administrator’s discretion, such tax obligations may be paid in whole or in
part in shares of Stock, including shares retained from the vesting of this Restricted
Stock Unit, 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. The Participant acknowledges that
the Restricted Stock Unit is intended to qualify for the “short-term deferral”
exemption from Section 409A and shall be construed by the Administrator
accordingly.  Neither the Company, nor
any Affiliate, nor the Administrator, nor any person acting on behalf of any of
them, shall be liable to the Participant by reason of any acceleration of
income, or any tax or additional tax, asserted by reason of any failure of the
Award or any portion thereof to satisfy the requirements for exemption from, or
compliance with, Section 409A or by reason of Section 4999 of the Code.


8. Notice of Sale of Shares Required.  The Participant agrees to notify the Company
in writing within 30 days of the disposition of any shares received upon vesting
of this Restricted Stock Unit if such disposition occurs within two years of
the date of the grant of this Restricted Stock Unit or within one year after
such Vesting Date.


9. 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
Plan.  Any grant made under the Plan
shall be made in the sole discretion of the Administrator and no prior grant
shall entitle a person to any future grant. 
Nothing in the Plan or any Restricted Stock Unit grant will be construed
as giving any person the right to continued employment or service with the
Company or its Affiliates, or any rights as a shareholder except as to shares
of Stock actually issued under the Plan. 
In no event shall the Plan, or any grant made under the Plan, form a
part of an employee’s or consultant’s contract of employment or service, if
any.  The loss of existing or potential
profit in Restricted Stock Units will 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 Affiliate to the Participant.


10.  Acceptance.  Failure of the Participant to accept the
terms and conditions of this Restricted Stock Unit in accordance with the
requirements of the Administrator can result in adverse consequences to the
Participant, including cancellation of the Restricted Stock Unit.


ACKNOWLEDGED
AND AGREED:


	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Participant Name
  (Print)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date