GTC B IOTHERAPEUTICS , I NC .
Executive Compensation Disclosure Schedule
On March 10, 2006, the Compensation Committee of the Board of Directors of GTC Biotherapeutics, Inc. determined the base
salaries, effective as of January 1, 2006 for GTC’s executive officers, their annual stock option awards and their target bonus
potential for 2006 expressed as a percentage of their respective base salaries. The Compensation Committee also determined
bonuses awarded to GTC’s executive officers for the calendar year 2005. The bonuses were paid in a combination of cash and
shares of GTC Common Stock valued at $1.03 per share, the closing price on March 10, 2006.
The Compensation Committee annually evaluates the performance and determines the cash and equity compensation of GTC’s
executive officers based on the Compensation Committee’s assessment of company performance and individual performance, as
well as relative compensation for competitive positions in similarly sized, publicly-traded biopharmaceutical companies. Based
on that evaluation, the Compensation Committee has now determined the base salary level for 2006 for each of the executive
officers taking into consideration the executive’s salary history and internal and external fairness considerations. The annual
base salary for each executive officer was adjusted for 2006 in light of the executive’s prior performance, tenure and
responsibilities, as well as independent compensation data.
The Committee also established a target bonus opportunity for each of the executive officers for 2006 expressed as a percentage
of base salary. This bonus potential can be exceeded by up to 20% of the target for exceptional corporate and individual
performance. As it did for 2005, the Compensation Committee will determine two-thirds of the bonus for the Chief Executive
Officer and the other executive officers based on the Committee’s assessment of GTC’s performance relative to a number of
company-wide goals established by the Chief Executive Offic