Exhibit 10.3
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Notice of Grant of Stock
Options
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GENZYME
CORPORATION
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and Option
Agreement
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ID: 06-1047163
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500 Kendall Street
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Cambridge, MA 02142
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[First Name][Family Name]
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Option Number:
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[00000000]
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[Address Line 1]
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Plan:
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[####]
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[City], [State] [Postal Code]
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ID:
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[SSN or Emp. ID]]
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Effective [Date], you have been granted a
Non-Statutory Stock Option to buy [#,####] shares of GENZYME
CORPORATION (the Company) stock at $[Value] per share.
The total option price of the shares granted is
$[Value].
Shares in each period will become fully vested
on the date shown.
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Shares
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Full Vest
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Vest Type
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Expiration
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[#,###]
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On Vest Date
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[Date]
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[Date]
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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 2007 Director
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
(the “Plan”)
Non-Statutory Stock Option Agreement
1. Plan Incorporated by Reference
. This Option is issued pursuant to the terms of the Plan,
as amended and as may be amended, and this Non-Statutory Stock
Option Agreement (“Agreement”), and may only be amended
as provided in the Plan. Capitalized terms used and not
otherwise defined in this Agreement have the meanings given to them
in the Plan. This Agreement 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 (the “Option
Price”) is the option price set forth in the Notice of Grant
of Stock Options associated with this Agreement
(“Notice”).
3. Period of Exercise .
This Option will become exercisable on the date of the next annual
meeting of shareholders following the Date of Option Grant,
provided that the Director is at the opening of business on such
date, and since the date of grant has been continuously, serving as
a Director of the Company. Once exercisable, this Option may be
exercised from time to time up to the number of shares set forth in
the Notice, 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 the 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 date of death, to exercise in
whole or in part any rights which were avail
