Exhibit 10.17.1
GENZYME CORPORATION
NOTICE OF GRANT OF STOCK OPTIONS ID: 06-1047163
AND OPTION AGREEMENT 500 Kendall Street
Cambridge, MA 02142
OPTIONEE NAME OPTION NUMBER:
OPTIONEE ADDRESS PLAN:
ID:
Effective _________, you have been granted a(n) Incentive 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 Stock Option plan as amended and the Option Agreement, all of which
are attached and made a part of this document.
Date:
Time:
GENZYME CORPORATION 2001 EQUITY INCENTIVE PLAN
OFFICER (TIER I/II)
INCENTIVE 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 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 IS THE OPTION PRICE
SET FORTH ON THE FACE OF THIS CERTIFICATE (THE "OPTION PRICE").
3. EXERCISABILITY SCHEDULE. THIS OPTION MAY BE EXERCISED AT ANY TIME
AND 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. THIS OPTION MAY NOT BE EXERCISED AS TO ANY SHARES
AFTER THE DATE OF EXPIRATION SET FORTH ON THE FACE OF THIS CERTIFICATE (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 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.](1)
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 DISABILITY (WITHIN THE
MEANING OF SECTION 22(e)(3) OF THE CODE), DEATH OR RETIREMENT, THE PARTICIPANT
MAY EXERCISE THE RIGHTS WHICH 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 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. 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), THIS 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. UPON THE DEATH OF THE PARTICIPANT,
THIS 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 IN
WHOLE OR IN PART ANY RIGHTS THAT WERE AVAILABLE TO THE PARTICIPANT AT THE TIME
OF DEATH. NOTWITHSTANDING THE FOREGOING, NO RIGHTS UNDER THIS OPTION MAY BE
EXERCISED AFTER THE EXPIRATION DATE.
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 COMPANY, OR MAKE
PROVISION SATISFACTORY TO THE COMPANY FOR PAYMENT OF ANY TAXES REQUIRED BY LAW
TO BE WITHHELD WITH RESPECT TO THE EXERCISE OF THIS OPTION. THE COMMITTEE 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 COMMITTEE'S DISCRETION, SUCH
TAX OBLIGATIONS MAY BE PAID IN WHOLE OR IN PART IN SHARES OF COMMON STOCK,
INCLUDING SHARES RETAINED FROM THE EXERCISE OF THIS OPTION, 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.
10. NOTICE OF SALE OF SHARES REQUIRED. THE PARTICIPANT AGREES TO NOTIFY
THE COMPANY IN WRITING WITHIN 30 DAYS OF THE DISPOSITION OF ANY SHARES PURCHASED
UPON EXERCISE OF THIS OPTION IF SUCH DISPOSITION OCCURS WITHIN TWO YEARS OF THE
DATE OF THE GRANT OF THIS OPTION OR WITHIN ONE YEAR AFTER SUCH PURCHASE.
11. RIGHTS LIMITED. THE COMMITTEE, IN ITS SOLE DISCRETION, SHALL
DETERMINE FROM THE GROUP OF ELIGIBLE PERSONS WHETHER AN INDIVIDUAL SHALL BE A
PARTICIPANT UNDER THE PLAN. ANY OPTION GRANT MADE UNDER THE PLAN SHALL BE MADE
IN THE SOLE DISCRETION OF THE COMMITTEE, OR ITS DELEGATE AS APPOINTED IN
ACCORDANCE WITH THE PLAN, AND NO PRIOR OPTION GRANT SHALL ENTITLE A PERSON TO
ANY FUTURE AWARD. IN NO EVENT SHALL THE PLAN, OR ANY OPTION GRANT MADE UNDER THE
PLAN, FORM A PART OF AN EMPLOYEE'S OR CONSULTANT'S CONTRACT OF EMPLOYMENT OR
SERVICE, IF ANY. NEITHER THE PLAN, NOR ANY OPTION GRANT MADE UNDER THE PLAN,
SHALL CONFER UPON ANY EMPLOYEE OR CONSULTANT OF THE COMPANY OR ITS AFFILIATE ANY
RIGHT WITH RESPECT TO THE CONTINUANCE OF HIS OR HER EMPLOYMENT BY, OR OTHER
SERVICE WITH, THE COMPANY OR ITS AFFILIATE, NOR SHALL THEY LIMIT THE RIGHTS OF
THE COMPANY OR ITS AFFILIATE TO TERMINATE THE EMPLOYEE OR CONSULTANT OR
OTHERWISE CHANGE THE TERMS OF SERVICE. NO PARTICIPANT OR DESIGNATED BENEFICIARY
SHALL HAVE ANY RIGHTS AS A SHAREHOLDER WITH RESPECT TO ANY SHARES OF COMMON
STOCK TO BE ISSUED UNDER THE PLAN OR ANY OPTION UNTIL HE OR SHE BECOMES THE
HOLDER THEREOF. THE LOSS OF EXISTING OR POTENTIAL PROFIT IN AN OPTION GRANT
SHALL 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 ITS AFFILIATE TO THE PARTICIPANT.
ACKNOWLEDGED AND AGREED:
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Participant Signature
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Participant Name (Print)
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Date
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(1) The exercisability of options held by Henri A. Termeer and Peter Wirth upon
a change in control of the Company is governed by the terms of their respective
Employment Agreements. This sentence therefore is not included in the form of
Terms and Conditions for stock option grants to Mr. Termeer and Mr. Wirth.