WWW.EXFILE.COM, INC. -- MATRITECH, INC. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    Amended
      and Restated Change of Control Agreement dated October 5,
      2007

    


    


    Matritech,
      Inc. (the “Company”) and Stephen D. Chubb (“Executive”) hereby enter into
      this Amended and Restated Change of Control Agreement (“Agreement”), effective
      on the date of closing of a transaction whereby the Company sells substantially
      all its assets to a subsidiary of Inverness Medical Innovations, Inc. (the
      “Effective Date”).  This Agreement replaces and supersedes, effective
      as of the Effective Date, the original Change of Control Agreement between
      the
      parties dated March 16, 2006.

    


    Whereas,
      the Company has entered into an agreement for the sale of substantially all
      of
      its assets to a subsidiary of Inverness Medical Innovations, Inc.;
      and

    


    Whereas,
      it is in the best interests of the Company’s stockholders that assets be
      preserved for distribution to them; and

    


    Whereas,
      both parties are amenable to changing the terms of the original change of
      control agreement in accordance with the provisions hereof.

    


    Now,
      Therefore, in consideration of the premises and for good and valuable
      consideration, the receipt and legal sufficiency of which are hereby
      acknowledged, the parties agree as follows:

    


    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.

    


    “Change
      of Control Transaction” shall mean any transaction involving the occurrence of
      (x) a change in the ownership of the Company (as 

     

    
      
         

      

      
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    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).

    


    3.           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 payments to be made
      by the Company under this Section 3 shall be net of any tax or other amounts
      required to be withheld by the Company under applicable law.

    


    4.           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 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 4 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 time 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.

    


    5.           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, 

     

    
      
         

      

      
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    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.

    


    6.           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.

    


    7.           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 becomes
      entitled to the Change of Control Payments but prior to the completion by the
      Company of all payments due him under this Agreement, the Company shall continue
      such payments to the Executive’s beneficiary designated in writing to the
      Company prior to his death (or to his 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.

    


    8.           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.

    


    9.           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.

    


    10.           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


     

    
      
         

      

      
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    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.

    


    11.           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.

    


    In
      Witness Whereof, the parties have executed this Agreement effective on the
      Effective Date.

     

    
 

    
      	
              Matritech,
                Inc.

               

               

               

               

              By: _________________________ 

                     Its
                ______________________ 

            	
              Stephen
                D. Chubb 

               

               

               

               

              __________________________

            


    

                                                                                         

     

     

     

     

    
 

    
      
         

      

      
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