Exhibit 10.28
GENZYME CORPORATION
1998 DIRECTOR STOCK OPTION PLAN
1. GENERAL; PURPOSE.
This 1998 Director Stock Option Plan dated March 6, 1998 (the "Plan")
governs options to purchase common stock, $0.01 par value ("Common Stock"), of
Genzyme Corporation (the "Company") granted on or after the date hereof by the
Company to members of the Board of Directors of the Company (the "Board") who
are not also officers or employees of the Company. The Plan constitutes an
amendment and restatement of the Company's 1988 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 stock options under the Plan shall be automatic as provided in
Section 7. However, all questions of 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 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) Genzyme General Division Common Stock ("Genzyme General Stock"),
Genzyme Biosurgery Division Common Stock ("Genzyme Biosurgery Stock") and
Genzyme Molecular Oncology Division Common Stock ("Genzyme Molecular Oncology
Stock") are series of the Company's Common Stock that may be granted under this
Plan. The aggregate number of shares of each series of Common Stock that may be
issued upon exercise of options granted under this Plan is:
o Genzyme General Stock 340,000
o Genzyme Biosurgery Stock 127,640
o Genzyme Molecular Oncology Stock 140,000
In the event of a stock dividend, split-up, combination or reclassification of
shares, recapitalization or other similar capital change relating to the Common
Stock, the maximum aggregate number and kind of shares or securities of the
Company as to which options 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 option.
(b) In the event of a consolidation or merger of the Company with another
corporation where the
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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 each holder
of an outstanding option 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 Common Stock purchasable under his or her 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 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 Common 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
Common 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 OPTIONS.
Options granted hereunder shall be in such form as the Board may from
time to time determine.
7. GRANT OF OPTIONS AND OPTION TERMS.
(a) AUTOMATIC GRANT OF OPTIONS. At each annual meeting of the
stockholders of the Company, those Directors to be elected or re-elected at that
meeting who are eligible to receive options under this Plan shall automatically
be granted, for each year of the term of office to which they are elected,
options to purchase 4,000 shares each of Genzyme General, Genzyme Biosurgery and
Genzyme Molecular Oncology Stock. In addition, upon the election of an eligible
Director under this Plan other than at an annual meeting of stockholders
(whether by the Board or the stockholders and whether to fill a vacancy or
otherwise), such Director shall automatically be granted options to purchase the
number of shares of Genzyme General Stock, Genzyme Biosurgery Stock and Genzyme
Molecular Oncology Stock described in the preceding sentence for each year or
portion thereof of the term of office to which he or she is elected. The "Date
of Grant" for options granted under this Plan shall be the date of election or
re-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 each
series of the Common Stock shall mean the closing sale price of such series as
reported by the Nasdaq National Market or the principal securities exchange or
over-the-counter market on which such series is listed or quoted on the Date of
Grant of such options or, if such series is not then listed on the Nasdaq
National Market or any securities exchange or quoted in the over-the-counter
market, the fair market value of such series 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 series of Common
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 Grant.
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(d) PERIOD OF EXERCISE. Options granted under this Plan shall become
exercisable on the date of each annual meeting of stockholders following their
Date of 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 Grant.
(e) METHOD OF 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 Common 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) TRANSFERABILITY. Options granted under this Plan may be transfered
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 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.
(g) AMENDMENT. In addition to the rights set forth in Section 4(b) of
this Plan, the Board may amend or modify any outstanding option in any respect,
provided that the optionee's consent to such action shall be required unless the
Board determines that the action, taking into account any related action, would
not materially and adversely affect the optionee.
8. LIMITATION OF RIGHTS.
(a) NO RIGHT TO CONTINUE AS A DIRECTOR. Neither this Plan, nor the
granting of an option or any other action taken pursuant to this 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.
(b) NO STOCKHOLDERS' RIGHTS FOR OPTIONS. Directors shall have no rights
as a stockholder 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.
9. EFFECTIVE DATE; AMENDMENT OR TERMINATION.
Subject to the approval of the stockholders of the Company, this Plan
shall be effective as of March 6,
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1998. Prior to such approval, options may be granted under this Plan expressly
subject to such approval. The Board may amend or terminate this Plan at any
time, subject to any stockholder approval that the Board determines to be
necessary or advisable.
10. STOCKHOLDER APPROVAL.
This Plan is subject to approval by the stockholders of the Company by
the affirmative vote of the holders of a majority of the votes properly cast by
holders of the shares of Common 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
options granted under this Plan shall be void and without effect.
Approved by directors on March 6, 1998
Approved by stockholders on May 28, 1998
Amended by directors on March 24, 2000
Approved by stockholders on May 26,1999
Amended by directors on December 18, 2000
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