This 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
Harry M. Meade (the “Employee”), with a residence in Newton , Massachusetts, hereby replaces in its entirety that Employment
Agreement dated March 27, 1996 between GTC (under its former name of Genzyme Transgenics Corporation) and the Employee.
The Employee is employed by GTC as Senior Vice President, Research and Development.
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
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 (i) 100% of the
Employee’s biweekly base salary at the time of such termination and (ii) 1/26 th of an amount equal to the Employee’s maximum
incentive bonus that would next be payable to him and would otherwise be due t