SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(John B. Green)
This Second Amended and Restated Agreement (“Agreement”), effective as of July 23, 2008, by and between John B.
Green (the “Employee”) and GTC Biotherapeutics, Inc. (“GTC”, and together with its controlled affiliates and subsidiaries, the
“Company”), a Massachusetts corporation, hereby amends and restates, in its entirety, that certain Amended and Restated
Employment Agreement dated as of August 28, 1997, as amended on September 21, 1998 (the “Original Amended and Restated
Agreement”), by and between GTC (under its former name of Genzyme Transgenics Corporation) and the Employee.
GTC and Employee desire to amend and restate the Original Amended and Restated Agreement as hereinafter set forth.
GTC desires to employ the Employee as Senior Vice President of Finance, Treasurer and Chief Financial Officer of GTC for
the period and upon the terms and conditions hereinafter set forth.
Employee desires to serve in such capacities for such period and upon such terms. Accordingly, the parties hereto agree
SECTION 1. EMPLOYMENT OF EMPLOYEE.
1.1 Employment . Subject to the terms and conditions of this Agreement, GTC agrees to employ Employee as Senior Vice
President of Finance, Treasurer and Chief Financial Officer of GTC. Employee shall perform such specific duties as are
commensurate with such positions, and as may reasonably be assigned to the Employee from time to time by the Board of
Directors of GTC or GTC’s Chief Executive Officer, for the period commencing on the date hereof until terminated as herein
provided. Employee hereby accepts such employment.
SECTION 2. COMPENSATION. For all services to be rendered by Employee to GTC during the term of this Agreement,
GTC shall pay to, and provide the Employee with, the following compensation and benefits:
2.1 Base Salary Bonus . For the period from the date hereof until December 31, 2008, GTC shall pay to Employee (i) a base
salary of not less than $25,5