EXHIBIT 10.3
AMENDMENT No. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Xxxx X. Xxxxx)
This Amendment No. 1 dated as of September 21, 1998 between Xxxx X. Xxxxx
(the "Employee") and Genzyme Transgenics Corporation (together with its
affiliates and subsidiaries, "GTC"), a Massachusetts corporation further amends
the Amended and Restated Agreement, effective as of August 28, 1997, by and
between Employee and GTC (the "Original Agreement").
GTC and Employee desire to amend the Original Agreement as hereinafter set
forth.
Accordingly, the parties hereto agree as follows:
3. Amendment to Change in Control Provisions. Section 4.1(d) of the Original
Agreement shall be amended and restated in its entirety as follows:
"(d) Employee's employment hereunder may be terminated by
Employee within twenty-four months after the occurrence of any one of the
following (each, a "Change of Control"):
(i) the acquisition (A) by any "person" (as such term is
defined in Section 3(a)(9) of the Securities Exchange Act of 1934) or (B)
by Genzyme Corporation from any party of an amount of GTC's Common Stock so
that it holds or controls 50% or more of GTC's Common Stock;
(ii) a merger or similar combination after which 49% or
more of the voting stock of the surviving corporation is held by persons
who were not stockholders of GTC immediately prior to such merger or
combination; or
(iii) a merger or similar combination in which GTC is
not the surviving corporation; or
(iv) an acquisition, merger or similar combination or a
divestiture of a substantial portion of GTC's business after which the
Employee's role is not substantially the same as such role prior to the
transaction; or
(v) the election by the stockholders of GTC of 20% or more
of the directors of GTC other than pursuant to nomination by GTC's
management; or
(vi) the sale by GTC of all or substantially all of its
assets or business."
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4. Miscellaneous.
4.1 Binding Effect. Except as amended hereby, the Original Agreement
shall remain in full force and effect, and, as amended hereby, shall inure to
the benefit of and be binding upon the parties hereto and their successors,
assigns, heirs and personal representatives.
4.2 Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original and shall together constitute one and
the same instrument.
4.3 Severability. If any provision hereof shall, for any reason, be held
to be invalid or unenforceable in any respect, such invalidity or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid or unenforceable provision had not been
included herein. If any provision hereof shall for any reason be held by a
court to be excessively broad as to duration, geographical scope, activity or
subject matter, it shall be construed by limiting and reducing it to make it
enforceable to the extent compatible with applicable law as then in effect.
2.4 Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts, without regard to its conflict-of-law provisions.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as of the date first written above.
EMPLOYEE
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
GENZYME TRANSGENICS CORPORATION
By: /s/ Xxxxxx Nusinoff Xxxxxxx
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Title: President and Chief Executive Officer
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