<PAGE> 1
As filed with the Securities and Exchange Commission on August 12, 1996
REGISTRATION NO. 333- __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------------
GENZYME CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 06-1047163
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139
(Address of Principal Executive Offices)
---------------------------
DIRECTORS' DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
HENRI A. TERMEER, PRESIDENT
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
(617) 252-7500
(Name, address and telephone number of agent for service)
with copies to:
MAUREEN P. MANNING, ESQUIRE
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
---------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed maximum
Title of each class of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
General Division Common
Stock, $0.01 par value 50,000 shares(1) $23.19(2) $1,159,500(2) $399.83
- -----------------------------------------------------------------------------------------------------------------------------------
Tissue Repair Division Common
Stock, $0.01 par value 100,000 shares $ 8.56(2) $ 856,000(2) $295.17
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) After giving effect to the two-for-one stock split of shares of General Division Common Stock effective on July 25,
1996.
(2) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based
upon the average of the high and low sale prices on August 9, 1996 in the case of the General Division Common
Stock, and on August 5, 1996 in the case of the Tissue Repair Division Common Stock, each as reported by the
Nasdaq National Market System.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) All other reports of the registrant filed pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(c) The description of the Registrant's General Division Common Stock
contained in the Registrant's Registration Statement on Form 8-B filed on
February 28, 1992, as amended by Form 8-B/A filed on March 31, 1995, including
any further amendment or report filed hereafter for the purpose of updating such
description.
(d) The description of the Registrant's General Division Common Stock
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed on March 23, 1989, as amended by Form 8-A/A filed on November 28, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(e) The description of the Registrant's Tissue Repair Division Common
Stock filed in the Registrant's Registration Statement on Form 8-A filed on
September 9, 1994, as amended by Form 8-A/A filed on December 14, 1994,
including any further amendment or report filed hereafter for the purpose of
updating such description.
(f) The description of the Registrant's Tissue Repair Division Common
Stock Purchase Rights contained in the Registrant's Registration Statement on
Form 8-A filed on November 28, 1994, including any amendment or report filed
hereafter for the purpose of updating such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(d), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of General Division Common Stock ("General Stock") and Tissue Repair
Division Common Stock ("TR Stock") offered hereunder have been sold or which
deregisters all shares of General Stock and TR Stock remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents.
Item 4. Description of Securities.
- ---------------------------------
Not Applicable.
2
<PAGE> 3
Item 5. Interests of Named Experts and Counsel.
- ----------------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
- -------------------------------------------------
Section 67 of chapter 156B of the Massachusetts Business Corporation Law
grants the Registrant the power to indemnify any director, officer, employee or
agent to whatever extent permitted by the Registrant's Restated Articles of
Organization, Bylaws or a vote adopted by the holders of a majority of the
shares entitled to vote thereon, if such indemnitee acted (a) in good faith in
the reasonable belief that his action was in the best interests of the
corporation or (b) to the extent that the matter for which indemnification is
sought relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Such indemnification may include payment by the Registrant of expenses incurred
in defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under the statute.
Article VI of the Registrant's Bylaws provides that the Registrant shall,
to the extent legally permissible, indemnify each person who may serve or who
has served at any time as a director or officer of the corporation or of any of
its subsidiaries, or who at the request of the corporation may serve or at any
time has served as a director, officer or trustee of, or in a similar capacity
with, another organization or an employee benefit plan, against all expenses and
liabilities (including counsel fees, judgments, fines, excise taxes, penalties
and amounts payable in settlements) reasonably incurred by or imposed upon such
person in connection with any threatened, pending or completed action, suit or
other proceeding, whether civil, criminal, administrative or investigative, in
which he may become involved by reason of his serving or having served in such
capacity (other than a proceeding voluntarily initiated by such person unless he
is successful on the merits, the proceeding was authorized by the corporation or
the proceeding seeks a declaratory judgment regarding his own conduct). Such
indemnification shall include payment by the Registrant of expenses incurred in
defending a civil or criminal action or proceeding in advance of the final
disposition of such action or proceeding, upon receipt of an undertaking by the
person indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Article VI, which undertaking may be accepted
without regard to the financial ability of such person to make repayment.
The indemnification provided for in Article VI is a contract right
inuring to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly not exclusive of
any other rights to which such director, officer or other person may be entitled
by contract or otherwise under law, and inures to the benefit of the heirs,
executors and administrators of such a person.
The Registrant also has in place agreements with certain officers and
directors which affirm the Registrant's obligation to indemnify them to the
fullest extent permitted by law and contain various procedural and other
provisions which expand the protection afforded by the Registrant's Bylaws.
3
<PAGE> 4
Section 13(b)(1/2) of chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the corporation and
its stockholders for monetary damages for breaches of fiduciary duty, except in
circumstances involving (i) a breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii)
unauthorized distributions and loans to insiders, and (iv) transactions from
which the director derived an improper personal benefit. Section VI.C.5 of the
Registrant's Restated Articles of Organization provides that no director shall
be personally liable to the corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the Massachusetts Business Corporation Law as
in effect when such liability is determined.
Item 7. Exemption from Registration Claimed.
- -------------------------------------------
Not Applicable.
Item 8. Exhibits.
- ----------------
See Exhibit Index immediately following the signature page.
Item 9. Undertakings.
- --------------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
4
<PAGE> 5
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions referred to in Item 6
hereof, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this
12th day of August, 1996.
GENZYME CORPORATION
By: /s/ Henri A. Termeer
---------------------------------
Henri A. Termeer
President
POWER OF ATTORNEY
We, the undersigned officers and directors of Genzyme Corporation, hereby
severally constitute and appoint Henri A. Termeer, David J. McLachlan, Mark A.
Hofer, Evan M. Lebson, Peter Wirth and Mark J. Enyedy, and each of them singly,
our true and lawful attorneys-in-fact, with full power to them in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8 including any post-effective amendments thereto), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
<TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Henri A. Termeer Director and Principal August 12, 1996
- --------------------------------------- Executive Officer
Henri A. Termeer
/s/ David J. McLachlan Principal Financial and August 12, 1996
- --------------------------------------- Accounting Officer
David J. McLachlan
/s/ Constantine E. Anagnostopoulos Director August 12, 1996
- ---------------------------------------
Constantine E. Anagnostopoulos
/s/ Douglas A. Berthiaume Director August 12, 1996
- ---------------------------------------
Douglas A. Berthiaume
/s/ Henry E. Blair Director August 12, 1996
- ---------------------------------------
Henry E. Blair
/s/ Robert J. Carpenter Director August 12, 1996
- ---------------------------------------
Robert J. Carpenter
/s/ Charles L. Cooney Director August 12, 1996
- ---------------------------------------
Charles L. Cooney
/s/ Henry R. Lewis Director August 12, 1996
- ---------------------------------------
Henry R. Lewis
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
-------------
Exhibit Number Description Page Number
- -------------- ----------- -----------
5.1 Opinion of Palmer & Dodge LLP as to the legality of 8
the securities registered hereunder.
23.1 Consent of Coopers & Lybrand L.L.P., independent 9
accountants.
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit
5.1).
99.1 Genzyme Corporation Directors' Deferred 10
Compensation Plan, as amended through May 16,
1996.
7
<PAGE> 1
Exhibit 5.1
PALMER & DODGE LLP
One Beacon Street
Boston, Massachusetts 02018
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
August 12, 1996
Genzyme Corporation
One Kendall Square
Cambridge, Massachusetts 02139
We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration Statement") filed by Genzyme Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), on or about the date hereof.
The Registration Statement relates to 50,000 shares of the Company's General
Division Common Stock, $0.01 par value, and 100,000 shares of the Company's
Tissue Repair Division Common Stock, $0.01 par value (the "Shares"), offered
pursuant to the provisions of the Company's Directors' Deferred Compensation
Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined all such documents as we consider necessary to enable us to render
this opinion.
Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan, the Shares will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement and to the reference to our firm under Item 5 thereof.
Very truly yours,
/s/ Palmer & Dodge LLP
8
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-8 of Genzyme Corporation for its Directors' Deferred Compensation Plan of
our reports dated March 1, 1996 except as a Note Q which is March 26, 1996 on
our audits of the consolidated financial statements and financial statement
schedule of Genzyme Corporation, dated March 1, 1996 except as to Note R which
is March 26, 1996 on our audits of the combined financial statements and
financial statement schedule of Genzyme General Division and March 1, 1996
except as to Note O which is March 26, 1996 on our audits the combined financial
statements and financial statement schedule of Genzyme Tissue Repair Division
all as of December 31, 1994 and 1995 and for each of the three years in the
period ended December 31, 1995, which reports are included in Genzyme
Corporation's 1995 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
August 7, 1996
9
<PAGE> 1
EXHIBIT 99.1
Adopted by directors on March 14, 1996
Approved by shareholders on May 16, 1996
Restated to reflect 2:1 stock split
of the General Stock on July 25, 1996
GENZYME CORPORATION DIRECTORS' DEFERRED
COMPENSATION PLAN
ARTICLE I
---------
GENERAL
-------
1.1 ESTABLISHMENT OF PLAN. Genzyme Corporation ("Genzyme") hereby
establishes the Genzyme Directors' Deferred Compensation Plan (the "plan"),
effective as of May 16, 1996, to allow each member of the Genzyme Board of
Directors who is not also an officer or employee of Genzyme to defer receipt of
all or a portion of the cash compensation payable to him or her as a director of
Genzyme until his or her termination of service as a director or, subject to
requirements set forth in Section 3.1, such other date as may be specified by
him or her.
1.2 NO RIGHT TO CORPORATE ASSETS. This plan is unfunded and Genzyme will
not be required to set aside, segregate, or deposit any funds or assets of any
kind to meet its obligations hereunder. Nothing in this plan will give a
participant, a participant's beneficiary or any other person any equity or other
interest in the assets of Genzyme, or create a trust of any kind or a fiduciary
relationship of any kind between Genzyme and any such person. Any rights that a
participant, beneficiary or other person may have under this plan will be solely
those of a general unsecured creditor of Genzyme.
1.3 LIMITATION ON RIGHTS CREATED BY PLAN. Nothing in this plan will give
a participant any right to continue as a director of Genzyme.
1.4 NONALIENATION OF BENEFITS. The rights and benefits of a participant
in this plan are personal to the participant. No interest, right or claim under
this plan and no distribution therefrom will be assignable, transferable or
subject to sale, mortgage, pledge, hypothecation, anticipation, garnishment,
attachment, execution or levy, except by designation of beneficiaries as
provided in Section 3.6.
1.5 BINDING EFFECT OF PLAN. This plan will be binding upon and inure to
the benefit of participants and designated beneficiaries and their heirs,
executors and administrators, and to the benefit of Genzyme and its assigns and
successors in interest.
1.6 ADMINISTRATION. This plan will be administered by the Clerk of
Genzyme who will have sole responsibility for its interpretation.
1.7 INTERPRETATION. This plan will be construed, enforced and
administered according to the laws of the Commonwealth of Massachusetts.
10
<PAGE> 2
ARTICLE II
----------
DEFERRAL OF COMPENSATION
------------------------
2.1 DEFERRAL AGREEMENT. Any active member of the Board of Directors of
Genzyme who is not an officer or employee of Genzyme or its subsidiaries (an
"outside director") is eligible to participate in this plan. An outside director
may participate in the plan by executing an agreement before the first day of
any calendar quarter in which such agreement will take effect authorizing
Genzyme to defer all or a portion of his or her compensation as director (the
"deferral agreement"). A deferral agreement will remain in effect for each
succeeding calendar quarter unless the participant files a written revocation or
superseding deferral agreement with the Clerk. A deferral agreement for any
particular quarter is irrevocable after the last day of the immediately
preceding calendar quarter.
2.2 AMOUNT OF DEFERRAL. Each participant may elect in his or her
deferral agreement to defer 25 percent, 50 percent, 75 percent or 100 percent of
the total cash compensation paid to the participant as an outside director of
Genzyme.
2.3 DEFERRAL ACCOUNT. For bookkeeping purposes only, the Clerk will
establish and maintain an account ( the "deferral account") for each participant
which documents the compensation deferred by the participant, earnings credited
to the account and payments from the account. The deferral account will consist
of a subaccount for amounts earning interest, which will be denominated on a
dollar basis (the "cash account"), and a subaccount for amounts invested in
hypothetical shares of Genzyme General Division Common Stock, $0.01 par value
("General Stock"), or Genzyme Tissue Repair Division Common Stock, $0.01 par
value ("TR Stock"), which will be denominated on a share basis (the "stock
account"). Each participant will indicate in his or her deferral agreement the
percentage of future deferrals to be invested in the cash account and the stock
account and, for deferrals to be invested in the stock account, the allocation
of such deferrals between General Stock and TR Stock. Amounts may not be
transferred between the cash account and the stock account.
2.4 CASH ACCOUNT. As of the first day of each calendar quarter, the
Clerk will credit to the participant's cash account an amount equal to the
amount of compensation otherwise payable to the participant in the preceding
calendar quarter which the participant has elected to defer and invest in the
cash account. As of the last day of each calendar quarter, the Clerk will credit
interest on the balance in the cash account on that date at the rate paid on
90-day Treasury bills hypothetically purchased on the first day of such calendar
quarter. For a participant receiving installment payments, interest will be
credited on the balance from time to time remaining in the cash account until
the account has been completely paid.
2.5 STOCK ACCOUNT. As of the first day of each calendar quarter, the
Clerk will credit to the participant's stock account a number of shares of
General Stock and/or a number of shares of TR Stock, in each case equal to the
amount of compensation otherwise payable to the participant in the preceding
calendar quarter which the participant has elected to defer and invest in each
such class of common stock divided by the applicable stock price for such class
of common stock. The applicable stock price for each of the General Stock and
the TR Stock shall mean the average of the closing price of each such class of
stock for all trading days during the applicable calendar quarter as reported by
the Nasdaq National Market. As of the date of payment of any cash dividend on
either class of common stock, the Clerk will credit to the stock account a
number of shares of the class of common stock upon which such dividend was
declared equal to (i) the cash dividend per share times the number of shares of
such class credited to the stock account as of the dividend record date divided
by
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<PAGE> 3
(ii) the closing price for such class of common stock on the date of payment of
the dividend. As of the date of payment of any stock dividend on either class of
common stock, the Clerk will credit to the stock account a number of shares
equal to the stock dividend declared times the number of shares of the class of
common stock upon which such dividend was declared credited to the stock account
as of the dividend record date. In the event of any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
exchange of shares or similar change affecting either class of common stock,
appropriate adjustment will be made in the number and/or kind of shares credited
to the stock account. The stock account is maintained for bookkeeping purposes
only. Prior to distribution to a participant under Section 3.3 or 3.4, shares
credited to the stock account are not considered actual shares of common stock
of Genzyme for any purpose and a participant will have no rights as a
stockholder with respect to such shares. Shares will include fractional shares
computed to three decimal places.
2.6 SHARES SUBJECT TO THE PLAN. The aggregate number of shares of
General Stock and TR Stock which may be issued under the plan is 50,000 shares
and 100,000 shares, respectively. In the event of any stock dividend, split-up,
combination or reclassification of shares, recapitalization or similar capital
change relating to the General Stock or the TR Stock, the maximum aggregate
number and kind of shares or securities of Genzyme that may be issued under the
plan shall be appropriately adjusted by the Genzyme Board of Directors (whose
determination shall be conclusive).
ARTICLE III
-----------
PAYMENT OF DEFERRED COMPENSATION
--------------------------------
3.1 COMMENCEMENT OF PAYMENT. Each participant will elect in his or her
deferral agreement to have payments commence in the calendar year following his
or her termination of service as a director or such other calendar year as may
be specified; provided, however, that if a participant elects to have payments
commence in a calendar year other than the calendar year following his or her
termination of service as a director, the earliest calendar year that a
participant may elect to have payments commence shall be the second calendar
year following the date of such election. For example, a deferral agreement
executed in 1996 may not specify a payment commencement date earlier than 1998.
Such election will be irrevocable.
3.2 ELECTION OF FORM OF PAYMENT. Each participant will elect in his or
her deferral agreement to have his or her deferral account paid in either a lump
sum or in annual installments for a period specified by the participant, which
period may not exceed five years.
3.3 LUMP SUM PAYMENTS. A participant who elects to have his or her
deferral account paid in a lump sum will receive the lump sum payment on or
before March 1 of the year specified in the deferral agreement for commencement
of payment. The lump sum payment will consist of (a) cash in the amount credited
to his or her cash account, and (b) subject to Section 3.5, the number of shares
of General Stock and TR Stock credited to his or her stock account; provided,
however, that no fractional shares will be issued under the plan and the number
of shares issued will be rounded down to the nearest full share.
3.4 INSTALLMENT PAYMENTS. A participant who elects to have his or her
deferral account paid in annual installments will receive an installment payment
on or before March 1 of each year that installments are due commencing with the
year specified in his or her deferral agreement. Each installment payment will
consist of (a) cash in the amount credited to his or her cash account on the
date of payment divided by the number of annual installments remaining to be
paid, and (b) subject to
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<PAGE> 4
Section 3.5, the number of shares of General Stock and TR Stock, respectively,
credited to his or her stock account divided by the number of annual
installments remaining to be paid; provided, however, that no fractional shares
will be issued under the plan and the number of shares issued will be rounded
down to the nearest full share.
3.5 LIMITATION ON STOCK DISTRIBUTIONS. If a participant would receive
any payment from his or her stock account before the end of the period during
which his or her transactions in Genzyme's equity securities are subject to
reporting under Section 16 of the Securities Act of 1933, such payments shall be
made in accordance with Section 3.3 or 3.4, as applicable, except that in lieu
of shares, the participant shall receive cash in an amount equal to the number
of shares of each class of common stock in his or her stock account times the
closing price for each class as of the trading day preceding the date of
distribution.
3.6 BENEFICIARIES. A participant may designate in his or her deferral
agreement a beneficiary or beneficiaries (which may be an entity other than a
natural person) to receive any payments to be made upon his or her death. A
participant may elect to have payments to beneficiaries paid in a lump sum or in
annual installments for a period not to exceed five years. At any time, and from
time to time, a participant may change or revoke his or her designation of
beneficiary or form of payment without the consent of any beneficiary. Any such
designation, change or revocation must be made in writing and filed with the
Clerk. If the participant designates more than one beneficiary, any payments to
beneficiaries will be made in equal percentages unless the participant
designates otherwise. Any portion of a participant's deferral account that is
not disposed of by designation of beneficiary upon the participant's death will
be paid to his or her estate.
3.7 PAYMENTS ON DEATH. If a participant dies before full payment of his
or her deferral account, Genzyme will make payments to the participant's
designated beneficiary or beneficiaries, or to his or her estate, of the amount
remaining in the deceased participant's deferral account. Such payments will be
in the form designated by the participant and will commence on the first day of
the calendar quarter following the death of the participant (or as soon
thereafter as practicable) and, in the case of annual installments, will be paid
on or before March 1 of each succeeding year.
3.8 HARDSHIP DISTRIBUTIONS FROM ACCOUNTS. The Clerk may, in his
discretion, distribute a portion or all of a participant's cash account in case
of the participant's financial hardship. The Clerk will determine the date of
payment of the distribution. Hardship distributions are not permitted from a
participant's stock account.
ARTICLE IV
----------
AMENDMENT AND TERMINATION
-------------------------
4.1 AMENDMENT. Genzyme may, without the consent of any participant,
beneficiary or other person, amend the plan at any time and from time to time;
provided, however, that no amendment will reduce the amount credited to the
deferral account of any participant.
4.2 TERMINATION. Genzyme may terminate the plan at any time. Upon
termination of the plan, payments from a participant's deferral account shall be
made in the manner and at the time prescribed in Article III; provided, however,
that Genzyme may, in its discretion, distribute a participant's deferral account
in a lump sum as soon as practicable after the date the plan is terminated.
13
