8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
May 23, 2007

GENZYME CORPORATION
(Exact name of registrant as specified in its charter)

Massachusetts	0-14680	06-1047163
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS employer identification  number)

500 Kendall Street, Cambridge, Massachusetts  02142
(Address of Principal Executive Offices)  (Zip Code)

Registrant’s telephone number, including area code:
(617) 252-7500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Compensatory Arrangements of Certain Officers.

The Board of Directors of Genzyme Corporation (“Genzyme”) has previously adopted the 2004 Equity Incentive Plan, as amended and restated.  At Genzyme’s annual meeting of shareholders held on May 25, 2006, Genzyme’s shareholders approved the amended and restated 2004 Equity Incentive Plan which, among other things, provided for the grants of restricted stock and restricted stock units.  On May 23, 2007, the Compensation Committee of the Board of Directors (the “Committee”) approved the form of restricted stock units for grants to executive officers under the 2004 Equity Incentive Plan.  A copy of the form of restricted stock unit for grants to executive officers under the 2004 Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

On February 28, 2007, the Board of Directors of Genzyme approved the 2007 Director Equity Plan, which is an amendment, restatement and replacement of the 1998 Director Stock Option Plan.  At Genzyme’s annual meeting of shareholders held on May 24, 2007, Genzyme’s shareholders approved the 2007 Director Equity Plan.  A copy of the 2007 Director Equity Plan is filed as Exhibit 10.2 to this Current Report on Form 8-K.  A copy of the form of nonstatutory stock option for grants to directors under the 2007 Director Equity Plan is filed as Exhibit 10.3 to this Current Report on Form 8-K.  A copy of the form of restricted stock unit for grants to directors under the 2007 Director Equity Plan is filed as Exhibit 10.4 to this Current Report on Form 8-K.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

10.1	Form of Restricted Stock Unit for grants to executive officers under Genzyme’s 2004 Equity Incentive Plan.  Filed herewith.
10.2	2007 Director Equity Plan.  Filed herewith.
10.3	Form of Nonstatutory Stock Option for grants under Genzyme’s 2007 Director Equity Plan.  Filed herewith.
10.4	Form of Restricted Stock Unit for grants under Genzyme’s 2007 Director Equity Plan.  Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENZYME CORPORATION
Dated: May 30, 2007	By:	/s/  Peter Wirth
		Peter Wirth
		Executive Vice President;
		Chief Legal Officer and Secretary

EX-10.1

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

EX-10.2

Exhibit 10.2

GENZYME CORPORATION

2007 Director Equity Plan

1.General; Purpose.

This 2007 Director Equity Plan dated February , 2007 (the “Plan”) governs (1) options to purchase common stock, $0.01 par value (the “Stock”), of Genzyme Corporation (the “Company”), (2) awards of Stock for so long as the Stock remains subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified performance or other vesting conditions are not satisfied (“Restricted Stock”), and (3) unfunded and unsecured promises to deliver Stock in the future, subject to the satisfaction of specified performance or other vesting conditions (“Restricted Stock Units”), granted on or after the date hereof by the Company to members of the Board of Directors (each, a “Director”) of the Company (the “Board”) who are not also officers or employees of the Company.  Options, Restricted Stock and Restricted Stock Units are collectively referred to in this Plan as “Awards”.  The Plan constitutes an amendment and restatement of the Company’s 1998 Director Stock Option Plan (the “Prior Plan”) and supersedes the Prior Plan, the separate existence of which shall terminate on the effective date of this Plan.  The rights and privileges of holders of options outstanding under the Prior Plan shall not be adversely affected by the foregoing action.

The purpose of the Plan is to attract and retain qualified persons to serve as Directors of the Company and to encourage ownership of stock of the Company by such Directors so as to provide additional incentives to promote the success of the Company.

2.Administration of the Plan; Governing Law.

Grants of Awards under the Plan shall be automatic as provided in Section 7.  All questions of interpretation with respect to the Plan and Awards 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 determination shall be final and binding upon all persons having an interest in the Plan.  This Plan shall be governed by and interpreted in accordance with the laws of The Commonwealth of Massachusetts.

3.Persons Eligible to Participate in the Plan.

Members of the Board who are not also officers or employees of the Company shall be eligible to participate in the Plan.

4.Shares Subject to the Plan.

(a)  The maximum aggregate number of shares available for issuance under the Plan shall be 1,462,491.  Up to 1,462,491 shares of Stock may be issued upon exercise of options granted under this Plan and up to 100,000 shares of Stock may be issued for grants of Restricted Stock or Restricted Stock Units under this Plan.  In the event of a stock dividend, split-up, combination or reclassification of shares, recapitalization or other similar capital change relating to the Stock, the maximum aggregate number and kind of shares or securities of the Company as to which Awards may be granted under this Plan and as to which options then outstanding shall be exercisable, and the option price of such options, shall be appropriately adjusted by the Board (whose determination shall be conclusive) so as to preserve the value of the Award.

(b) In the event of a consolidation or merger of the Company with another corporation where the Company’s shareholders 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 (“Covered Transaction”), each option will become fully exercisable, and the delivery of shares of Stock issuable under each outstanding Restricted Stock Unit will be accelerated.  Such shares will be issued, prior to the Covered Transaction so as to give, in each case on a basis that gives the holder of the option or the Restricted Stock Unit a reasonable opportunity, as determined by the Company, following exercise of the option or the issuance of shares, as the case may be, to participate as a shareholder in the Covered Transaction, and the option and the Restricted Stock Unit will terminate upon consummation of the Covered Transaction.  Any shares of Stock issued pursuant to this Section 4(b) in satisfaction of a grant of Restricted Stock Units may, in the discretion of the Company, contain such restrictions, if any, as the Company deems appropriate to reflect any performance or other vesting condition to which the grant of Restricted Stock Units was subject.  In the case of Restricted Stock, the Company may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Company deems appropriate to carry out the intent of the Plan.   However, in lieu of the foregoing sentences of this Section 4(b), the Board may make such other provision as it may consider equitable to holders and in the best interests of the Company.

(c)  Whenever options under this Plan (including options outstanding under the Prior Plan as of the effective date of this Plan) lapse or terminate or otherwise become unexercisable, the shares of Stock which were subject to such options may again be subjected to options under this Plan.  The Company shall at all times while this Plan is in force reserve such number of shares of Stock as will be sufficient to satisfy the requirements of this Plan.

5.Nonstatutory Stock Options.

All options granted under this Plan shall be nonstatutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

6.Form of Awards.

Awards granted hereunder shall be in such form as the Board may from time to time determine.

7.Grant of Awards.

(a)  Automatic Grant of Options.  At each annual meeting of the shareholders of the Company, those Directors who are eligible to receive options under this Plan shall automatically be granted options to purchase 15,000 shares of Stock. In addition, upon the election of an eligible Director under this Plan other than at an annual meeting of shareholders (whether by the Board or the shareholders and whether to fill a vacancy or otherwise), such Director shall automatically be granted options to purchase the number of shares of Stock described in the preceding sentence.  The “Date of Option Grant” for options granted under this Plan shall be the date of the annual meeting of shareholders, or the election as a Director, as the case may be.  No options shall be granted hereunder after ten years from the date on which this Plan was initially approved and adopted by the Board.  As used herein, “Fair Market Value” for the Stock shall mean the closing sale price of the Stock as reported by the NASDAQ Global Market or the principal securities exchange or over-the-counter market on which the Stock is listed or quoted on the Date of Option Grant of such options or, if the Stock is not then listed on the NASDAQ Global Market or any securities exchange or quoted in the over-the-counter market, the fair market value of the Stock as determined in good faith by the Board. 

(b) Option Price.  The option price per share for each option granted under this Plan shall be equal to the Fair Market Value of the Stock with respect to which the option is exercisable.

(c)  Term of Option.  The term of each option granted under this Plan shall be ten years from the Date of Option Grant.

(d)  Period of Option Exercise.  Options granted under this Plan shall become exercisable on the date of the next annual meeting of shareholders following their Date of Option Grant, if and only if the option holder is a member of the Board at the opening of business on that date.  Directors holding exercisable options under this Plan who cease to serve as members of the Board may, during their lifetime, exercise the rights they had under such options at the time they ceased being a Director for the full unexpired term of such option.  Upon the death of a 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 months after the date of death, to exercise in whole or in part any rights which were available to the Director at the time of his or her death.  Options granted under this Plan shall terminate, and no rights thereunder may be exercised, after the expiration of the applicable exercise period.  Notwithstanding the foregoing provisions of this section, no rights under any options may be exercised after the expiration of ten years from their Date of Option Grant.

(e)  Method of Option Exercise and Payment.  Options 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.  Upon receipt of such notice and payment, the Company shall promptly issue and deliver to the optionee (or other person entitled to exercise the option) a certificate or certificates for the number of shares as to which the exercise is made.

(f)  Grants of Restricted Stock and Restricted Stock Units.  Grants of Restricted Stock and Restricted Stock Units may be made in exchange for such lawful consideration, including services, as the Company decides.  The Company may specify performance or other vesting conditions, including continuation of employment, passage of time or satisfaction of performance criteria, for the Restricted Stock and Restricted Stock Units.  At each annual meeting of the shareholders of the Company, those Directors who are eligible to receive Restricted Stock and Restricted Stock Units under this Plan shall automatically be granted the number of shares of Restricted Stock and Restricted Stock Units the Board determines.  Notwithstanding the foregoing, the Board shall make an initial determination of the number of Restricted Stock and Restricted Stock Units in the automatic grant within one year of the adoption of this Plan, which shall be ratified by the shareholders of the Company by the affirmative vote of the holders of a majority of the votes properly cast by holders of the shares of Stock of the Company present, or represented and entitled to vote, at the next annual meeting of shareholders following such adoption of the automatic grants amount by the Board.  In addition, upon the election of an eligible Director under this Plan other than at an annual meeting of shareholders (whether by the Board or the shareholders and whether to fill a vacancy or otherwise), such Director shall automatically be granted Restricted Stock and Restricted Stock Units as described in this Section 7(f).  The “Date of RS/RSU Grant” for Restricted Stock or Restricted Stock Units granted under this Plan shall be the date of the annual meeting of shareholders, or the election as a Director, as the case may be.

(g) Vesting of Awards.  The Board shall determine the time or times at which an Award will vest or become exercisable.  Notwithstanding the foregoing, the Board shall make an initial determination of the vesting schedule of Restricted Stock Units within one year of the adoption of this Plan, which shall be ratified by the shareholders of the Company by the affirmative vote of the holders of a majority of the votes properly cast by holders of the shares of Stock of the Company present, or represented and entitled to vote, at the next annual meeting of shareholders following such adoption of the initial vesting schedule by the Board.

(h)  Transferability.  Any Award granted under this Plan 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 such Award 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.

8.Limitation of Rights.

(a)  No Right to Continue as a Director.  Neither this Plan, nor the granting of an Award or any other action taken pursuant to this Plan, shall constitute an agreement or understanding, express or implied, that the Company will retain an Award holder as a Director for any period of time or at any particular rate of compensation.

(b)  No Shareholders’ Rights for Options.  Directors shall have no rights as a shareholder with respect to the shares covered by their options until the date they exercise such options and pay the option price to the Company, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such option is exercised and paid for.

(c)  No Shareholders’ Rights for Restricted Stock Units.  Directors shall have no rights as a shareholder with respect to the shares covered by their Restricted Stock Units until the date such Restricted Stock Units vest and shares issuable under the Restricted Stock Units are delivered to the directors, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such shares are delivered.

(d)  Shareholders’ Rights for Restricted Stock.  Directors shall have no rights as a shareholder with respect to their Restricted Stock until such time, if any, as such shares are delivered to the directors, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such shares are delivered.

9.Effective Date; Amendment or Termination.

This Plan shall be effective as of February 28, 2007.  The Company may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Company may not, without the ’’Award holder’s consent, alter the terms of an Award so as to affect adversely an ’’Award holder’s rights under the Award, unless the Company expressly reserved the right to do so at the time of grant.  Amendments to the Plan shall be conditioned upon shareholder approval only to the extent, if any, such approval is required by law (including the U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect and applicable NASDAQ or stock exchange requirements), as determined by the Company.  Notwithstanding the foregoing, the Company shall submit for shareholder approval any amendment to the Plan (other than an amendment or adjustment pursuant to Section 4(b)) that would: (a) increase the maximum number of shares for which Awards may be granted under the Plan; (b) reduce the price at which an option may be granted below the price provided for in Section 7(b); (c) reduce the exercise price of outstanding options; or (d) increase the limits set forth in Section 4(a).

10.Shareholder Approval.

This Plan is subject to approval by the shareholders of the Company by the affirmative vote of the holders of a majority of the votes properly cast by holders of the shares of Stock of the Company present, or represented and entitled to vote, at a meeting duly held in accordance with the laws of The Commonwealth of Massachusetts.  In the event such approval is not obtained, all Awards granted under this Plan shall be void and without effect.

11.Compliance with Section 409A.

Awards under the Plan shall be construed and administered consistent with exemption from, or compliance with, the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”).  Notwithstanding any provision of Section 9 to the contrary, the Board may amend the Plan and/or any Award to satisfy the requirements of Section 409A, including the requirements for exemption from Section 409A.

Approved by directors on February 28, 2007

Approved by shareholders on May 24, 2007

EX-10.3

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.

Shares Vest Type Full Vest Expiration

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:

Signature

Name (Print)

Date

EX-10.4

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:

Signature

Name (Print)

Date