Performance Restricted Stock Unit Award Agreement (the “Award Agreement”)
Genzyme Corporation 2004 Equity Incentive Plan (the “Equity Plan”) and Senior Executive Long-
Term Incentive Plan (the “LTI Plan” and together with the Equity Plan, the “Plans”)
1. Plans Incorporated by Reference . This Performance Restricted Stock Unit Award (the “Award”) is
issued pursuant to the terms of the Plans (as amended or may be amended) and this Award Agreement, and may
be amended as provided in the Plans. This Award Agreement does not set forth all of the terms and conditions
of the Plans, which are incorporated herein by reference. Copies of the Plans may be obtained upon written
request without charge from the Shareholder Relations Department of the Company.
2. Grant of Performance Vesting Restricted Stock Units (“Performance RSUs”) . The Compensation
Committee of the Company’s Board of Directors (the “Committee”) has granted to you the opportunity to earn
the number of Performance RSUs set forth in the Notice of Grant of Award attached to this Award Agreement
based on the achievement of the Performance Measures at the end of the Performance Period specified in
Exhibit A to this Award Agreement and your continued employment in accordance with the terms, conditions and
restrictions set forth in this Award Agreement. Earned Performance RSUs will be settled by delivery of one
share of the Company’s common stock, $.01 par value per share (each a “Share” and together, the “Shares”) for
each RSU being settled.
3. Exhibit A . The Performance Period, Performance Measures and Performance Levels for your
Performance RSUs are specified on Exhibit A to this Award Agreement.
4. Potential and Actual Vesting of Performance RSUs . The number of your Perfor