Summary of PROTALIX BIOTHERAPEUTICS, INC.

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

On July 15, 2012, the Board of Directors (the "Board") of Protalix BioTherapeutics, Inc. (the "Company") adopted certain recommendations of the Board's Compensation Committee (the "Compensation Committee") regarding the compensation of the Company's executive officers, including the grant of certain incentive bonuses to be paid to the Company's executive officers upon the achievement of designated milestones, as described in more detail below. In addition, the Company made certain grants of restricted stock to its executive officers, as described below, and to other members of the Company's management team.

No changes have been made to the base salaries of the Company's executive officers. If the Company achieves agreed-upon advancements in the clinical development of each of certain designated product candidates during an agreed-upon amount of time immediately following the Board's approval of the bonuses, the Company's executive officers will be entitled to the amounts listed in the first two columns of the table below. Such amounts are payable upon achievement of the applicable milestone if, at such time, the Company has available an agreed-upon minimum cash balance (the "Minimum Cash Balance"). If the Company does not have the Minimum Cash Balance, the bonuses will be considered earned, and are payable when the Company next achieves the Minimum Cash Balance.

The Company will pay a bonus to its executive officers upon the Company's entry into a certain undisclosed substantial commercial agreement, currently the subject of discussions with a third party. In addition, the Company will pay a bonus upon its entry into any one or more substantial strategic or other defined transactions, within an agreed-upon period of time, each of which results in aggregate cash payments to the Company in excess of an agreed-upon amount (each, a "Substantial Transaction").

If the Company enters into a Change in Control transaction (as defined in the Company's 2006 Stock Incentive Plan, as amended June 17, 2012 (the "Plan")), such as a merger or acquisition transaction, the Company's executive officers will be entitled to the bonus payments shown in the last column of the table below, subject to certain exceptions.

                                 BONUS AMOUNTS




                       Clinical      Other
                      Development   Clinical
                      Milestones  Development
                          per      Milestone   Undisclosed  Entry into  Entry into a

                       Clinical   for Clinical Substantial       a       Change in
                        Product     Product     Commercial  Substantial   Control
                       Candidate   Candidate    Agreement   Transaction Transaction
 David Aviezer, Ph.D. $150,000    $50,000      $800,000     $900,000    $2,980,000
 President and Chief
 Executive Officer
 Yoseph Shaaltiel,    $170,000    $120,000     $180,000     TBD out of  $1,200,000
 Ph.D.                                                      $900,000
 Executive Vice
 President, Research
 and Development
 Einat Brill Almon,   $150,000    $100,000     $170,000     TBD out of  $1,125,000
 Ph.D.                                                      $900,000
 Senior Vice
 President, Product
 Development
 Yossi Maimon, CPA    $35,000     $10,000      $450,000     TBD out of  $1,125,000
 Vice President and                                         $900,000
 Chief Financial
 Officer
 Tzvi Palash          $70,000     $20,000      $100,000     TBD out of  $500,000
 Chief Operating                                            $900,000
 Officer

In addition to the bonuses granted to the Company's executive officers, additional members of the Company's management team are entitled to certain incentive bonuses payable upon the achievement of designated milestones.

The Board also granted 1,100,000 shares of restricted stock to the executive officers, as shown in the table immediately following this paragraph. The grants were made in accordance with the terms and conditions of the Plan.

                            RESTRICTED SHARE AMOUNTS



           David Aviezer, Ph.D.                               418,000
           President and Chief Executive Officer
           Yoseph Shaaltiel, Ph.D.                            210,000
           Executive Vice President, Research and Development
           Einat Brill Almon, Ph.D.                           185,000
           Senior Vice President, Product Development
           Yossi Maimon, CPA                                  185,000
           Vice President and Chief Financial Officer
           Tzvi Palash                                        102,000
           Chief Operating Officer

The restricted shares detailed above shall vest in 16 equal, quarterly increments over a four-year period, commencing upon the date of grant. In addition, each vested share is subject to a 24-month lock-up period, commencing upon the applicable vesting date. Immediately and automatically in the event of a Change in Control, all of the restricted shares listed above shall vest and the lock-up periods shall terminate, subject to certain exceptions.