Exhibit 10.6
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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 an Incentive 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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Vest Type
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Full Vest
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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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[#,###]
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On Vest Date
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[Date]
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[Date]
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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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[#,###]
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On Vest Date
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[Date]
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[Date]
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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 Stock
Option plan as amended and the Option Agreement, all of which are
attached and made a part of this document.
GENZYME CORPORATION 2001 EQUITY
INCENTIVE PLAN
OFFICER (TIER I)
INCENTIVE STOCK OPTION
AGREEMENT
1. Plan Incorporated by
Reference . This Option is issued pursuant to the terms of the
Plan, as amended or may be amended, and this Incentive Stock Option
Agreement (“Agreement”), and may 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 of the terms and conditions of the
Plan, which are incorporated herein by reference. The Committee
administers the Plan and its determinations regarding the operation
of the Plan 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 Common 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. Exercisability
Schedule . This Stock Option will vest in accordance with the
exercisability schedule set forth in the Notice, provided that
Participant is continuously employed with the Company or an
Affiliate through each applicable date set forth in such schedule,
except as otherwise specified herein. This Option may be
exercised for the purchase of only whole shares at any time and
from time to time up to the number of shares vested per such
schedule. Notwithstanding anything in this Agreement, this Option
may not be exercised as to any shares after the date of expiration
set forth in the Notice (the “Expiration
Date”).
4. Method of Exercise .
To exercise this Option, the Participant shall deliver written
notice of exercise to the Company specifying the number of shares
with respect to which the Option is being exercised accompanied by
payment of the Option Price for such shares in cash, by certified
check or in such other form, including shares of Common Stock of
the Company valued at their Fair Market Value on the date of
delivery, as the Committee may approve. Promptly following such
notice, the Company will deliver to the Participant a certificate
representing the number of shares with respect to which the Option
is being exercised.
5. Recapitalization,
Mergers, Etc . In the event of a consolidation or merger of the
Company with another entity, the sale or exchange of all or
substantially all of the assets of the Company or a reorganization
or liquidation of the Company, the Committee may upon written
notice to the Participant provide that this Option shall terminate
on a date not less than 20 days after the date of such notice
unless theretofore exercised. In connection with such notice, the
Committee may in its discretion accelerate or waive any deferred
exercise period. Notwithstanding the foregoing, in the event
of a Change in Control of the Company (as defined in the
Participant’s employment agreement), this Option shall become
exercisable as to all shares without regard to any deferred
exercisability schedule or deferred exercise period.
6. Option Not
Transferable . This Option is not transferable by the
Participant otherwise than by will or the laws of descent and
distribution, and is exercisable, during the Participant’s
lifetime, only by the Participant. The naming of a Designated
Beneficiary does not constitute a transfer.
7. Exercise of Option 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 a stock option in a transaction to
which section 424(a) of the Code applies, is terminated for
any reason other than by the Company without cause; by the Company
as a result of disability (as defined in the Participant’s
employment agreement); due to death or after having achieved
retirement status (defined as a minimum of age 60 plus a
minimum of five years of service provided termination is not for
cause), the Participant may exercise the rights that
were available to the Participant at the time of
such termination only within three months from the date of
termination. If Participant’s employment is terminated by the
Company without cause, this Option shall become exercisable as to
all shares without regard to any deferred exercise period, and such
rights may be exercised within three months from the date of
termination. If Participant’s employment is terminated as a
result of disability, this Option shall become exercisable as to
all shares without regard to any deferred exercise period, and such
rights may be exercised within twelve months from the date of
termination. Upon the death of the Participant, this Stock Option
shall become exercisable as to all shares without regard to any
deferred exercise period, and his or her Designated Beneficiary
shall have the right, at any time within twelve months after the
date of death, to exercise such rights. Notwithstanding the
foregoing three sentences, if the Participant has achieved
retirement status as of the date of termination for any reason
(including death and disability) except for cause, this Stock
Option shall become exercisable as to all shares without regard to
any deferred exercise period, and such rights may be exercised
within three years from the date of termination. 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 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 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.
8. Compliance with
Securities Laws . It shall be a condition to the
Participant’s right to purchase shares of Common Stock
hereunder that the Company may, in its discretion, require
(a) that the shares of Common 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 Common
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 Participant shall
have made such undertakings and agreements with the Company as the
Company may reasonably 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 Participant, 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. Payment of Taxes .
The Participant shall pay to the Compan
