EXECUTIVE CHANGE IN CONTROL AGREEMENT
This Executive Change in Control Agreement (this “Agreement”) is dated as of August 16, 2004 by and between GTC
Biotherapeutics, Inc. (the “Company”), a Massachusetts corporation with its principal executive offices at 175 Crossing
Boulevard, 4th Floor, Suite 410, Framingham, MA 01702-9322; and Harry M. Meade, Ph.D. (“Executive”).
Executive is employed by the Company and the Company and Executive desire to arrange for certain provisions applicable
in the event of termination of Executive’s employment after a Change in Control of the Company, as provided herein.
Accordingly, the parties hereto agree as follows:
TERMINATION FOLLOWING CHANGE IN CONTROL
1.1 Termination of Employment Following Change in Control . If a Change in Control of the Company shall have occurred,
Executive shall be entitled to the benefits provided in Section 1.2 hereof upon the subsequent termination of Executive’s
employment within twelve (12) months after the effective date of such Change in Control, unless such termination is (a) because
of Executive’s death or Retirement, (b) by the Company for Cause or (c) by Executive other than for Good Reason. For purposes
of this Agreement:
(a) “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 or Chief Executive Officer of the Company 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 determined in good faith by GTC’s Board of Directors, or (ii) willful failure to follow the
reasonable directions of GTC’s Board of Directors or Chief Executive Officer after written notice of such failure has been given
to the Executive and such failure shall have continued for thirty (30) days after receipt of such notice.
(b) “Change in Control of