WWW.EXFILE.COM, INC. -- 888-775-4789 -- MZT HOLDINGS, INC. -- EXHIBIT 10.2 TO FORM 8-K


    EXHIBIT
      10.2

     

    Amended
      and Restated Change of Control Agreement

    


    Matritech,
      Inc., a Delaware corporation with a principal place of business at 330 Nevada
      Street, Newton, MA 02460 (the “Company”) and Patricia Randall, an individual
      residing at 65 Robbins Road, Watertown, MA 02472 (the “Executive”) hereby enter
      into this Amended and Restated Change of Control Agreement (“Agreement”),
      effective December 28, 2007.  This Agreement replaces and supersedes
      the original Change of Control Agreement between the parties dated March 16,
      2006.

    


    1.           Purpose.  The
      Company considers it essential to the best interests of its stockholders to
      foster the continuous and dedicated employment of its executive officers and
      other key management personnel.  The Compensation Committee of Board
      of Directors of the Company recognizes, however, that competition for key
      management personnel is keen and that, as a small publicly held corporation,
      the
      Company may face special challenges in ensuring the continued commitment of
      its
      management.  To assist in ensuring that executive officers and other
      key management personnel do not become distracted or consider leaving the employ
      of the Company due to concerns about their employment security in the event
      of a
      possible Change in Control (as defined in Section 2 hereof), the Committee
      has
      determined that appropriate steps should be taken to reinforce and encourage
      the
      continued attention and dedication of selected members of the Company’s
      management, including the Executive.  Nothing in this Agreement shall
      be construed as creating an express or implied contract of employment and,
      except as otherwise agreed in writing between the Executive and the Company,
      the
      Executive shall not have any right to be retained in the employ of the
      Company.

    


    2.           Definitions.

    


    
      	
              (a)  

            	
              “Change
                of Control Transaction” shall mean any transaction involving the
                occurrence of (x) a change in the ownership of the Company (as defined
                in
                section 1.409A-3(i)(5)(v) of the final regulations under Internal
                Revenue
                Code section 409A or any similar provisions of any successor regulations),
                or (y) a change in effective control of the Company (as defined in
                section
                1.409A-3(i)(5)(vi) of the final regulations under Internal Revenue
                Code
                section 409A or any similar provisions of any successor regulations)
                or
                (z) a change in the ownership of a substantial portion of the assets
                of
                the Company (as defined in section 1.409A-3(i)(5)(vii) of the final
                regulations under Internal Revenue Code section 409A or any similar
                provisions of any successor
                regulations).

            


    

    


    
      	
              (b)  

            	
              “Good
                Reason” shall mean (i) any material diminution in (A) the Executive’s base
                compensation, (B) the Executive’s authority, duties or responsibilities,
                (C) the authority, duties or responsibilities of the supervisor to
                whom
                the Executive reports or (D) the budget over which the Executive
                has
                authority, (ii) a material change in geographic location of performance
                of
                the Executive’s duties, (iii) if the Executive is a part-time employee of
                the Company, a material change in the number of days of service per
                week
                required of the Executive or (iv) any other action or
                

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      inaction
        which constitutes a material breach of the agreement under which
        the Executive performs services for the Company (any one of the foregoing
        being
        a “Good Reason Condition”), and (x) the Executive has provided notice to the
        Company of the Good Reason Condition within ninety (90) days of the initial
        existence of the Good Reason Condition and (y) the Company has failed to
        remedy the Good Reason Condition within thirty (30) days after receipt of
        such
        notice.

       

    

    3.           Entitlement
      to Change of Control Severance Benefits.  In the event the
      Executive’s employment with the Company is terminated by the Company without
      cause within three (3) months prior to or within twelve (12) months after a
      Change of Control Transaction (as defined herein) or in the event the Executive
      terminates his/her employment for Good Reason (as defined herein) within twelve
      (12) months after a Change of Control Transaction, the Executive shall receive
      compensation as set forth in Section 4 of this Agreement, provided,
      however, that the Executive’s entitlement, if any, to Change of Control
      Severance Benefits shall automatically cease in the event the Executive violates
      any covenant or agreement contained in Section 6 hereof or in the Non-Disclosure
      and Inventions Agreement previously executed by the Executive (or any substitute
      or successor agreement of similar import which the Executive may hereafter
      enter
      into with the Company).

    


    4.           Change
      of Control Severance Benefits.  The compensation to be provided to
      the Executive by the Company if the Executive becomes entitled to Change of
      Control Severance Benefits under this Agreement shall include: (a) base salary
      at the rate in effect as of the date of termination or, if the Executive has
      terminated his/her employment for Good Reason due to a material diminution
      in
      his or her base salary, the annual rate of base salary in effect immediately
      prior to such diminution, (b) annual bonus, in cash, at the target percentage
      of
      base salary in effect as of the date of termination or, if the Executive has
      terminated his/her employment for Good Reason due to a material diminution
      in
      his or her base salary, the target percentage of base salary in effect
      immediately prior to such diminution and (c) health insurance, life insurance
      and disability insurance received by the Executive as of the date of termination
      (collectively, the “Change of Control Severance Benefits”).

    


    5.    
        Payment
      of the Change of Control Severance Benefits.  The Change of
      Control Severance Benefits described in clauses (a), (b) and (c) of Section
      4
      above shall be provided to the Executive for a period of twelve (12) months
      following termination of employment; provided that such number of months of
      base
      salary and target annual bonus shall determine the amount of payments to be
      made
      under clauses (a) and (b) of Section 4, but the timing of payments shall be
      governed by this Section 5.  Payments to be made by the Company to the
      Executive pursuant to clauses (a) and (b) of Section 4 hereof shall initially
      be
      made on whatever the then customary payment schedule is for compensation of
      executive employees of the Company (i.e. monthly, bi-weekly, or the
      like).  However, all payments due under clauses (a) and (b) of Section
      4 of this Agreement but not yet made on or before March 12 of the calendar
      year
      of termination (if termination occurs prior to or on March 12 of the year)
      shall
      be accelerated and paid on March 12 of such year.  If termination
      occurs after March 12 of a calendar year, all payments due under clauses (a)
      and
      (b) of Section 4 of this Agreement shall be paid as promptly as feasible
      following the date of termination, such payment to be made in a single lump
      sum.  Notwithstanding 

     

    
      
         

      

      
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    anything
      to the contrary in this Agreement, to the extent the Executive is a “specified
      employee” within the meaning of Internal Revenue Code Section 409A and the final
      regulations thereunder, payment of “non-qualified deferred compensation” on
      account of separation from service shall not be made before the date that is
      six
      months after the date of separation from service (or upon the earlier death
      of
      the Executive).

    


    The
      payments to be made pursuant to clauses (a) and (b) of Section 4 and the
      benefits to be provided pursuant to clause (c) of Section 4 shall not be
      considered employee compensation or be subject to tax withholding by the
      Company.  Rather they shall be made in exchange for the Executive’s
      covenant not to compete, as set forth in Section 6(a) hereof.  If, at
      any time, the payments made pursuant to clauses (a) and (b) of Section 4 and
      benefits provided pursuant to clause (c) of Section 4 are determined by any
      state or federal taxing authority to be employee compensation, then the Company
      agrees to pay its share of FICA and Medicare tax on such payments, plus any
      interest or penalty that may be due as a result of the taxing authority’s
      determination and that relates to the Company’s unpaid tax.

    


    In
      the
      event the Executive secures a new employment position during the period of
      the
      Company’s continuing payment of compensation to him/her, the Executive shall
      promptly notify the Company of the commencement of the new employment position
      and shall inform the Company of the extent to which benefits to be provided
      by
      the Company under clause (c) above are duplicative of benefits then available
      to
      the Executive through his/her new employment position.  To the extent
      that the benefits to be provided by the Company hereunder are duplicative,
      the
      Company shall be entitled to cease provision of such
      benefits.  Nothing contained herein shall, however, be construed as
      reducing the obligation of the Company to continue to make the payment due
      under
      clauses (a) and (b) of Section 4.

    


    The
      Company agrees that, if the Executive’s employment by the Company is terminated
      and the Executive becomes entitled to receive any Change of Control Severance
      Benefits hereunder, the Executive is not required to seek other employment
      or to
      attempt in any way to reduce any amounts payable to the Executive by the Company
      pursuant to Sections 5 or 7 hereof.  Further, except for the possible
      abatement of fringe benefits described in clause (c) of Section 4 in the
      circumstances set forth in the preceding paragraph, and the possible reduction
      of payments as a result of the application of the provisions of Section 8
      hereof, the amount of any payment provided for in this Agreement shall not
      be
      reduced by any compensation earned by the Executive as the result of employment
      by another employer, by self-employment or consulting, by retirement benefits,
      by disability benefits, by offset against any amount claimed to be owed by
      the
      Executive to the Company, or otherwise.

    


    6.           Non-competition;
      Non-solicitation.

    


    (a)  Non-compete.  The
      Executive acknowledges that he/she has gained or will gain extensive and
      valuable experience and knowledge in the business conducted by the Company
      and
      has had or will have extensive contacts with the customers, suppliers,
      investors, employees and/or consultants of the Company.  The Executive
      recognizes that it is critical to the ongoing success of the Company that it
      preserve its goodwill and protect its proprietary rights and its other important
      business interests.

    


    
      
         

      

      
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    Accordingly,
      the Executive agrees that he/she will not, while employed by the Company and,
      in
      the event the Executive becomes entitled to receive Change of Control Severance
      Benefits hereunder, for the duration of time covered by the payments under
      clauses (a) and (b) of Section 4 of this Agreement (without regard to the
      acceleration of payment provisions of Section 5), directly or indirectly, engage
      in (whether as an officer, employee, consultant, director, proprietor, agent,
      partner or otherwise) or have an ownership interest in, or participate in the
      financing, operation, management or control of, any person, firm, corporation
      or
      business engaged in competition with the Company or any of its subsidiaries
      or
      affiliates in the business of development, manufacture, marketing, distribution
      and licensing of cancer diagnostic technologies, products and
      services.  It is agreed that ownership of no more than 4.9% of the
      outstanding voting stock of a corporation shall not constitute a violation
      of
      this provision.  In recognition of the fact that the Company’s
      business is global, the territory to which the restrictions contained in this
      Section 6(a) shall apply shall be worldwide.

    


    The
      Company may, in its sole discretion, waive the foregoing restrictions or their
      application in any particular circumstance and may condition any such waiver
      upon receipt of assurances satisfactory to the Company, from the Executive
      and/or others, that the Executive’s proposed activity will not adversely affect
      the Company’s goodwill, proprietary rights or other important business
      interests.

    


    (b)  Non-solicitation.  The
      Executive agrees that he/she will not, while employed by the Company and, in
      the
      event the Executive becomes entitled to receive Change of Control Severance
      Benefits hereunder, for the duration of time covered by the payments under
      clauses (a) and (b) of Section 4 of this Agreement (without regard to the
      acceleration of payment provisions of Section 5), recruit or otherwise solicit,
      entice and induce (i) any persons or companies who are or have recently been
      customers, suppliers or business patronage of the Company or any of its
      subsidiaries or affiliates if such solicitation is for the purpose of, or
      results in, competition with the Company or any of its subsidiaries or
      affiliates, or (ii) any employees of the Company or any of its subsidiaries
      or
      affiliates to terminate their employment with, or otherwise cease their
      relationships with the Company or any of its subsidiaries or affiliates, in
      order to engage in any activity for any business, firm, corporation or any
      other
      entity that conducts research with respect to, develops, produces or
      manufactures any products or technologies or provides services similar to those
      developed, produced, manufactured or provided by the Company.

    


    7.           Other
      Change of Control Payments.  In the event of a Change of Control
      Transaction, the Executive shall receive, in a lump sum payment paid within
      thirty (30) days of the Change of Control Transaction, (i) a pro-rated incentive
      bonus based on the portion of the then current fiscal year completed at the
      time
      of the Change of Control Transaction compared to the Executive’s target annual
      bonus for such year and (ii) all deferred compensation, if any, then maintained
      in the Executive’s account, including without limitation all restricted stock
      issued pursuant to the Amended and Restated Management Bonus Plan, whether
      or
      not otherwise vested, and all other restricted stock which by the terms of
      the
      individual restricted stock award agreement is to be vested upon an Acquisition
      (as defined in such individual agreements).  All 

     

     

    
      
         

      

      
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    payments
      to be made by the Company under this Section 7 shall be net of any tax or other
      amounts required to be withheld by the Company under applicable
      law.

    


    8.           Application
      of Section 280G of the Internal Revenue Code.  If the payments and
      benefits provided for in this Agreement, together with any other payments or
      benefits which the Executive has the right to receive from the Company (or
      any
      of its subsidiaries or affiliates), would constitute an “excess parachute
      payment” (as defined in Section 280G of the Internal Revenue Code) or would
      otherwise be non-deductible by the Company as a result of application of any
      similar statutory or regulatory provision, the Executive shall receive either
      (a) all compensation and benefits provided for him or her under this Agreement
      or (b) the maximum of compensation and benefits that will avoid an excess
      parachute payment under Section 280G, whichever would provide the greater
      after-tax benefit to the Executive.   In the event that clause
      (b) of this Section 8 provides the greater after-tax benefit, the Executive
      shall be entitled to select the items to be abated, provided that if the
      Executive fails to make such selection within forty-five (45) days after the
      Company has given notice of the need for such abatement, the Company may
      determine the method of such abatement in its sole discretion.  If the
      Executive is to receive benefits under clause (b) of this Section 8 and through
      error or otherwise the Executive receives payments, together with other payments
      the Executive has the right to receive from the Company (or its affiliates
      or
      subsidiaries) in excess of 2.99 times the Executive’s base amount, the Executive
      agrees to immediately refund the overpayment to the Company, together with
      interest thereon at the applicable Federal rate determined under Section 1274(d)
      of the Code, compounded annually, or at such other rate as may be required
      in
      order that no such payments shall be nondeductible to the Company by reason
      of
      the operation of Section 280G or any similar statutory or regulatory
      provision.

    


    9.           Notices.  Any
      notice, request, demand, and other communication provided for or permitted
      by
      this Agreement shall be sufficient if in writing and delivered in person or
      sent
      by registered or certified mail, postage prepaid, or by overnight delivery
      service, to the Executive at the last address the Executive has filed in writing
      with the Company, or to the Company at its main office, attention of the Board
      of Directors.

    


    10.         Amendments.  This
      Agreement may be amended or modified only by a written instrument signed by
      the
      Executive and by a duly authorized representative of the Company.

    


    11.         Assignment;
      Entire Agreement.  Except for an assignment by the Company in
      connection with a Change of Control Transaction in which the successor, if
      other
      than the Company, shall assume and agree to perform this Agreement in writing,
      neither the Company nor the Executive may make any assignment of this Agreement
      or any interest herein, by operation of law or otherwise, without the prior
      written consent of the other party, and without such consent any attempted
      transfer shall be null and void and of no effect.  This Agreement
      shall inure to the benefit of and be binding upon the Company and the Executive,
      their respective successors, executors, administrators, heirs and permitted
      assigns.  In the event of the Executive’s death after he/she becomes
      entitled to the Change of Control Severance Benefits or other Change of Control
      Payments but prior to the completion by the Company of all payments due him
      or
      her under this Agreement, the Company shall continue such payments to the
      Executive’s beneficiary designated in writing to the Company prior to his or her
      death (or to his

     

     

     

     

    
      
         

      

      
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    or
      her
      estate, if the Executive fails to make such designation).  This
      Agreement supersedes all prior Agreements, whether written or oral with respect
      to the subject matter hereof.  Notwithstanding the foregoing, the
      Non-Disclosure and Inventions Agreement executed by the Executive (or any
      substitute or successor agreement of similar import which the Executive may
      hereafter enter into with the Company) and individual restricted stock award
      agreements executed prior to or after this Agreement between the Executive
      and
      the Company shall remain in full force and effect in accordance with its
      terms.

    


    12.         Obligations
      of Successors.  In addition to any obligations imposed by law upon
      any successor to the Company, the Company will use commercially reasonable
      efforts to require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      or assets of the Company to expressly assume and agree to perform this Agreement
      in the same manner and to the same extent that the Company would be required
      to
      perform if no such succession had taken place.

    


    13.         Dispute
      Resolution.  In the event of any dispute between the Company and
      the Executive as to any claim arising out of or relating to this Agreement
      or
      the breach thereof, the parties shall endeavor in good faith to settle the
      dispute through mediation using a professional mediator mutually selected by
      them.  If the dispute has not been resolved within 90 days, either
      party shall be free to pursue legal remedies, at law or in equity.

    


    14.         Severability.  If
      any term or provision of this Agreement is declared by a court of competent
      jurisdiction to be invalid or unenforceable for any reason, this Agreement
      shall
      remain in full force and effect, and either (a) the invalid or unenforceable
      provision shall be modified to the minimum extent necessary to make it valid
      and
      enforceable, or (b) if such a modification is not possible, this Agreement
      shall
      be interpreted as if such invalid or unenforceable provisions were not a part
      hereof.

    


    15.         Governing
      Law and Venue. This Agreement shall be construed and enforced in accordance
      with the substantive law of the Commonwealth of Massachusetts, without giving
      effect to its conflicts of law principles.  The parties agree that any
      litigation pertaining to this Agreement shall be maintained exclusively in
      the
      courts of general jurisdiction located in Massachusetts, and each party agrees
      to submit to the jurisdiction and venue of any such
      court.  Notwithstanding the foregoing, the Company shall be entitled
      to file litigation against the Executive in any jurisdiction where the Company
      deems it necessary or advisable to do so in order to enforce the provisions
      of
      Section 6 hereof.

     

     

     

    
 

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective as of
      December 28, 2007.

     

     

    
 

    Matritech,
      Inc.

    


    
      	 	 	 	 	 
	
              By: 
                /s/ Craig Jalbert 

            	 	 	
              /s/
                Patricia Randall

            	 
	
              Name: 
                Craig Jalbert 

            	 	 	
              Patricia
                Randall

            	 
	
              Title:   
                President 

            	 	 	
               

            	 




     

    


    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
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