EXHIBIT 10.7
AMENDED AND
RESTATED
MANAGEMENT
AGREEMENT
This Amended and Restated Management
Agreement, dated as of July 23, 2008, among GTC
Biotherapeutics, Inc., a Massachusetts corporation (together with
its affiliates and subsidiaries, “GTC”) with its
principal offices at 175 Crossing Blvd., Framingham, MA 01702 and
Daniel S. Woloshen (the “Employee”) with a residence in
Weston, Massachusetts, hereby amends and restates in its entirety
that Management Agreement dated May 27, 1999 between GTC
(under its former name of Genzyme Transgenics Corporation) and the
Employee.
The Employee is employed by GTC as
Senior Vice President and General Counsel.
Accordingly, the parties hereto
agree as follows:
SECTION 1. SEVERANCE PAYMENT;
BENEFITS.
1.1. Termination Events Resulting
in Severance Payments . In the event of the termination of the
Employee’s employment by GTC without cause, then GTC shall
make severance payments to the Employee in the amount set forth in,
and payable in accordance with, Section 1.2. No severance
shall be payable in the event that the Employee’s employment
is terminated (a) by the Employee, (b) by GTC in the
event of the Employee’s death or inability, by reason of
physical or mental impairment, to perform substantially all of the
Employee’s duties for a continuous period of 120 days, or
(c) by GTC in the event of the Employee’s breach of any
material duty or obligation to GTC, or intentional or grossly
negligent conduct that is materially injurious to GTC (as
reasonably determined by GTC’s Board of Directors) or willful
failure to follow the reasonable directions of GTC’s
executive officers.
1.2 Amount and Payment of
Severance . The aggregate severance payments referred to above
shall be payable biweekly in arrears for Twelve (12) months,
commencing with the first month after termination, each in an
amount equal to 100% of the Employee’s biweekly base salary
at the time of such termination.
1.3 Benefits . The
Employee’s coverage under GTC’s health and dental
insurance plans will remain in effect at GTC’s normal co-pay
expense, during any period over which severance payments are being
made hereunder, unless the Employee notifies GTC in writing that
such coverage is no longer necessary. If, because of limitations
required by third parties or imposed by law, the Employee cannot be
provided such benefits through GTC’s plans, then GTC will
provide the Employee with substantially equivalent benefits, on an
aggregate basis, at its expense. If GTC provides the Employee with
any health or dental benefits under or outside of its plans and
such benefits are taxable to the Employee, GTC’s payment, if
any, for any such benefit shall be equal to the cost of such
benefit and shall be paid on a monthly basis.
1.4 Six-Month Delay .
Notwithstanding anything to the contrary in this Agreement, if the
Employee is a “specified employee” within the meaning
of Code Section 409A(a)(2)(B)(i) at the time of the
Employee’s separation from service with GTC, no payment or
benefit payable or provided to the Employee pursuant to this
Agreement that constitutes an item of deferred
compensation under Code Section 409A and
becomes payable by reason of the Employee’s termination of
employment with GTC will be paid or provided to the Employee prior
to the earlier of (i) the expiration of the six (6) month
period following the date of the Employee’s “separation
from service” (as such term is defined by Code
Section 409A and the regulations promulgated thereunder), or
(ii) the date of the Employee’s death, but only to the
extent such delayed commencement is otherwise required in order to
avoid a prohibited distribution under Code
Section 409A(a)(2). The payments and benefits to which
the Employee would otherwise be entitled during the first six
(6) months following his separation from service shall be
accumulated and paid or provided, as applicable, in a lump sum, on
the date that is six (6) months and one day following the
Employee’s separation from service (or if such date does not
fall on a business day of GTC, the next following business day) and
any remaining payments or benefits will be paid in accordance with
the normal payment dates specified for them herein.
SECTION 2. CONFIDENTIAL INFORMATION
AND NON-COMPETITION COVENANT.
2.1 Confidentiality and
Inventions Agreement . The Employee confirms that he or she has
executed, or agrees that he or she will execute, GTC’s
standard confidentiality and inventions agreement pertaining to
GTC’s intellectual property and confidential
information.
2.2 Non-Competition Covenant
. During the Employee’s employment by GTC and, subject to the
terms of Section 2.3, during the period of one year after such
termination, the Employee will not:
(a) become or be interested in
(whether as an officer, director, stockholder, partner, proprietor,
associate, representative or otherwise), or directly or indirectly
engage in activi
