Summary of GTC BIOTHERAPEUTICS INC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The purpose of the GTC Biotherapeutics, Inc. 2008 Retention Incentive Plan, or Retention Plan, was to encourage the continued employment of several key personnel, including our executive officers, through the grant of equity awards and other payments conditioned on continued employment with GTC. As originally adopted in June 2008, the Retention Plan included awards of restricted stock units, which have now fully vested as of June 2009, and awards payable in cash or stock as of March 31, 2010. After reviewing the Retention Plan and the risks to our business with its original terms in light of our recent restructuring and our current stock price, the Compensation Committee of our Board of Directors determined that the plan was no longer providing the retention incentives originally contemplated and that it needed to be modified to minimize the risk of losing valuable employees.

In exercising its discretion in administering the Retention Plan, the Compensation Committee determined that the awards scheduled to be paid to employees on March 31, 2010 should be paid in cash at revised amounts designed, in combination with the stock component previously received by plan participants, to provide a meaningful level of retention incentive. Eligible participants besides our executive officers continue to include Vice Presidents, Senior Directors, Directors and Associate Directors. As provided in the original Retention Plan, if we terminate a participant's employment without cause prior to March 31, 2010, the participant will be entitled to receive his or her retention payment within 30 days following the date of termination of employment.

The details of the revised awards to our named executive officers are set forth on the schedule filed with this Current Report as Exhibit 10.1 and incorporated herein by this reference.