EXHIBIT 10.3
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and
Restated Executive Employment Agreement (this
“Agreement”) is entered into effective as of
July 23, 2008 (the “Effective Date”) by and
between GTC Biotherapeutics, Inc. (“GTC”, and together
with its controlled affiliates and subsidiaries, the
“Company”), a Massachusetts corporation with its
principal executive offices at 175 Crossing Boulevard, 4
th
Floor, Suite 410,
Framingham, MA 01702-9322; and Geoffrey F. Cox
(“Executive”), with a residence in Boston,
Massachusetts hereby amends and restates, in its entirety, that
Executive Employment Agreement dated as of July 17, 2001 (the
“Original Employment Agreement”), by and between GTC
(under its former name of Genzyme Transgenics Corporation) and
Executive.
ARTICLE 1
EMPLOYMENT OF EXECUTIVE
1.1 Employment . Subject to
the terms and conditions of this Agreement, the Company agrees to
employ Executive in a full time capacity to serve as Chairman of
the Board and Chief Executive Officer of GTC and to perform such
specific duties that are normal and customary to such positions as
may reasonably be assigned to Executive from time to time by the
Board of Directors of GTC for the period commencing on the
Effective Date and continuing until terminated as herein expressly
provided. Executive hereby accepts such employment for the term
hereof.
1.2 Board Membership .
Subject to Executive’s continued employment with the Company,
GTC will nominate Executive for re-election at each annual meeting
of stockholders at which his term expires.
1.3 No Conflicting
Commitments . During the period of Executive’s full time
employment with the Company, Executive will not undertake any
commitments which might materially impair Executive’s
performance of his duties as a full time employee of the Company.
Notwithstanding anything herein to the contrary the Executive shall
have the right to continue to serve on the Board of Directors of
Nabi Biopharmaceuticals, and may from time to time serve on such
other boards of directors, or boards of trustees, of both
for-profit and not-for-profit organizations, provided that such
organizations are not directly competitive with the business of GTC
and such service does not materially impair Executive’s
performance of his duties hereunder.
ARTICLE 2
COMPENSATION
For all services to be rendered by
Executive to the Company pursuant to this Agreement, the Company
shall pay to Executive the compensation and provide for Executive
the benefits set forth below:
2.1 Base Salary . From the
Effective Date through December 31, 2008, the Company shall
pay to Executive a base salary (the “Base Salary”) of
$40,000 per month (equivalent to an
annual rate of $480,000), prorated during the
period Executive is employed hereunder and payable in substantially
equal installments in accordance with GTC payroll practice as in
effect from time to time. With respect to subsequent periods during
the term of this Agreement, the Compensation Committee of the Board
of Directors of GTC (the “Committee”) will review
Executive’s base salary and other compensation from time to
time and may make adjustments to such base salary and determine
such bonus based upon, among other factors:
(a) Executive’s performance, (b) GTC’s
performance, (c) changes in costs of living, (d) changes
in Executive’s responsibilities, and (e) the benefit to
GTC of Executive’s efforts on its behalf; provided that
Executive’s base salary shall not be less than the Base
Salary during the term of this Agreement.
2.2 Bonuses . In addition to
the Base Salary, Executive shall be eligible to earn an annual cash
incentive bonus of not less than forty percent (40%) of
Executive’s then current Base Salary on an annualized basis,
based on Executive’s achievement of certain individual and
corporate objectives established jointly by the Committee and
Executive. Such cash bonus, if earned, will be payable to Executive
annually within one hundred twenty (120) days after the end of
the calendar year for which it is earned.
2.3 Participation in Equity
Incentive Plans . Executive shall be entitled to participate,
to the extent and in the manner determined by GTC’s Board of
Directors in its absolute discretion, in any stock option, stock
purchase or other equity incentive plan established by the Company
from time to time, it being the understanding of the Company and
Executive that such participation would be for the purpose of
providing Executive additional opportunities for equity
participation in the Company.
2.4 Fringe Benefits . In
addition to Executive’s base salary and bonus, Executive
shall be entitled to participate in all employee benefit plans or
programs of GTC. GTC does not guarantee the adoption or continuance
of any particular employee benefit or stock plan or other program
during the term of this Agreement, and Executive’s
participation in any such plan or program shall be subject to the
provisions, rules and regulations applicable thereto. Executive
shall be entitled to four (4) weeks paid vacation each year in
accordance with applicable Company policy. Health and dental plans
shall cover Executive and his dependents as they do for other GTC
executives. Such health and dental plans comply with ERISA and
COBRA to the extent applicable. Under current health insurance
policies, such COBRA rights will commence on termination of the
period over which severance payments are made under
Section 3.2.
2.5 Expenses . The Company
shall reimburse Executive for all ordinary and necessary business
expenses incurred in the performance of Executive’s duties
under this Agreement, provided that Executive accounts properly for
such expenses to the Company in accordance with the general
corporate policies of the Company and in accordance with the
requirements of the Internal Revenue Service regulations under the
Code relating to substantiation of expenses.
ARTICLE 3
TERMINATION
3.1 Termination .
Executive’s employment hereunder shall terminate upon the
occurrence of any of the following events:
(a) Executive’s death or
inability, by reason of physical or mental impairment, to perform
substantially all of Executive’s duties as contemplated
herein for a continuous period of 120 days or more;
- 2 -
(b) The termination of
Executive’s employment hereunder for Cause by the Board of
Directors of GTC, at its option, to be exercised by delivery of
written notice to Executive;
(c) The termination of
Executive’s employment hereunder by the Board of Directors of
GTC, at its option, without Cause, to be exercised by delivery of
written notice to Executive; or
(d) The termination of
Executive’s employment hereunder by Executive to be exercised
by delivery of thirty (30) days prior written notice from
Executive to the Company, other than for Good Reason; or
(e) The termination of
Executive’s employment hereunder by Executive if the Company
breaches any material duty or obligation hereunder and such breach
is continuing and has not been waived by the Executive, and if the
Executive has provided written notice to the Company of the
existence of such breach within ninety (90) days of its
initial existence and the Company has failed to cure such breach
within thirty (30) days after such notice.
For purposes of this Agreement,
“Cause” shall mean (i) Executive’s breach of
any material duty or obligation hereunder after written notice of
such breach has been given to the Executive by the Board of
Directors and such breach shall have continued for thirty
(30) days after receipt of such notice, or intentional or
grossly negligent conduct that is materially injurious to GTC, as
reasonably determined by GTC’s Board of Directors, or
(ii) willful failure to follow the reasonable directions of
GTC’s Board of Directors after written notice of such failure
has been given to the Executive by the Board of Directors and such
failure shall have continued for thirty (30) days after
receipt of such notice.
3.2 Payments Upon Termination
. Notwithstanding any other provisions in this Agreement to the
contrary:
(a) If Executive’s employment
with the Company or its successor in interest terminates pursuant
to Sections 3.1(a), 3.1(b), or 3.1(d): (i) all payments
and benefits provided to Executive under this Agreement shall cease
as of the date of termination of employment and Executive shall be
entitled to receive any unpaid Base Salary accrued through the
date, plus credit for any vacation earned but not taken and the
amount, if any, and any bonus awarded for the past fiscal year
which has not yet been paid to Executive; and (ii) all further
vesting on all stock options to purchase Common Stock of GTC then
held by Executive on that date shall immediately cease as of the
date of termination of employment and thereafter such stock options
shall be exercisable by Executive in accordance with their
respective terms.
(b) If Executive’s employment
with the Company or its successor in interest terminates pursuant
to Section 3.1(c) or 3.1(e), Executive shall be entitled to
the benefits provided in Section 4.2 hereof.
- 3 -
ARTICLE 4
TERMINATION FOLLOWING
