Exhibit 10.6


 




	
  

  	
   

  	
   

  
	
  â

  	
  Cyclacel Group plc

  
	
   

  	
   

  






 


1 July,
2004


 


Sir
John Banham


West Country
Management


Alfriston


20 Crescent
Road


Sidcup


Kent


DA15 7HN


 


 


Dear Sir John,


 


I am
pleased to confirm the decision of the board of directors of Cyclacel Group plc to appoint you as a non-executive chairman
of Cyclacel Group plc (the Company) with effect from the
listing of the Company on the London Stock Exchange. .


 


1.                                      Appointment


 


1.1           Your appointment is for an initial term of
three years (subject to the Company’s Articles of Association (the Articles)).  At the end of the initial term, subject to
the approval of the board of directors of the Company (the Board) and the Company’s
Shareholders, your directorship may be renewed for a further term.  Renewal of your appointment is contingent on
satisfactory performance and re-election at future annual general meetings (see
paragraph 1.2 below).  Non-executive
directors are typically expected to serve two three-year terms although the
Board may invite you to serve an additional term.


 


1.2           The office of non-executive director will
be held in accordance with the Articles as may be varied from time to
time.  Nothing in this letter will be
taken to exclude or vary the Articles as they apply to you as a director of the
Company.  For the avoidance of doubt,
the Articles to be adopted shortly and immediately prior to a listing on the
London Stock Exchange or similar major stock market (a Listing) will require you to
formally retire from the office of non-executive director at the next annual
general meeting.  However, you will be
eligible for re-election to serve until you are subject to the relevant
provisions in the Articles requiring retirement of directors by rotation.


 


2.                                      Your role


 


2.1           Non-executive directors have the same
general legal responsibilities to the Company as any other director.  The Board as a whole is collectively
responsible for the success of the company. 
The Board:


 


(a)                                  provides entrepreneurial
leadership of the Company within a framework of prudent and effective controls
which enable risk to be assessed and managed;


 


(b)                                 sets the Company’s strategic
aims, ensures that the necessary financial and human resources are in place for
the company to meet its objectives, and reviews management performance; and


 





 


Cyclacel Group plc, Dundee Technopole, James Lindsay Place,
Dundee DD1 5JJ   Tel: (01382)
206062   Fax: (01382) 206067


Registered Office: 6-8 Underwood Street, London N1
7JQ  No: 5090795


 


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(c)                                  sets the Company’s values and
standards and ensures that its obligations to its shareholders and others are
understood and met.


 


All directors must take decisions objectively in the
interests of the Company.  As a director
you also owe a fiduciary duty to the Company which includes an obligation not
to do anything that might bring the Company into disrepute.


 


2.2                                 In addition to the
requirements of all directors, your role as a non-executive director has the
following key elements:


 


(a)                                  to challenge constructively
and help develop proposals on strategy;


 


(b)                                 to scrutinise the performance
of management in meeting agreed goals and objectives and monitor the reporting
of performance;


 


(c)                                  to be satisfied on the
integrity of financial information and that financial controls and systems of
risk management are robust and defensible; and


 


(d)                                 to be responsible for
determining appropriate levels of remuneration of executive directors and have
a prime role in appointing, and where necessary removing, executive directors
and in succession planning.


 


2.3                                 As Chairman you will also be
required to attend and chair all board meetings, the annual general meeting,
any extraordinary general meeting and committee meetings to which you are
appointed.


 


3.                                      Compliance


 


3.1           You will comply with, and seek to ensure
that the Company complies or will comply within a reasonable period of time
with the relevant requirements of the listing rules of the UK Listing Authority
and the Admission and Disclosure Standards of the London Stock Exchange, the
corresponding regulations of the NASDAQ Market and the US Securities and
Exchange Commission, including but not limited to the Sarbanes-Oxley Act of
2002, and other legal or regulatory requirements in any relevant jurisdiction
which apply to the Company.  In
particular, you will comply and seek to ensure that the Company complies, or
will comply within a reasonable period of time, with the “Model Code” on
directors’ dealings in securities, the Combined Code on Corporate Governance
and/or with any code of conduct relating to directors adopted by the Company
from time to time or other legal or regulatory requirements in any relevant
jurisdiction which apply to the Company.


 


3.2           The Company will reimburse you for any
reasonable fees or other expenses you incur in taking advice from the Company’s
financial and legal advisors or other independent financial and legal advisors
in relation to the performance of your duties as a non-executive director of
the Company.  Before seeking such advice
and incurring any expense you should first obtain the written approval of the
Board.


 


4.                                      Outside interests


 


4.1                                 You confirm that you and/or
persons connected to you have business interests other than those of the
Company and you have promptly declared in writing to the Company any conflicts
of interest that are apparent at present. 
In the event that you become aware of any potential conflicts of
interest with your role as non-executive director, these should be notified to
the Board as soon as they become apparent.


 


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4.2                                 During your appointment, you
should not accept appointments (whether as director, agent, employee or
consultant), nor should you nor any connected persons to you hold shares in nor
be interested in any contracts with any company or firm engaged in a business
competing with the Company without first disclosing the same to the Board and
obtaining its written consent such consent not to be unreasonably
withheld.  This restriction does not
apply to shareholdings held for investment purposes where the shares concerned
are quoted or dealt in on a recognised investment exchange and represent one
per cent or less of the issued shares of the class concerned.


 


5.                                      Committees


 


You will also serve as a member of the Board’s Audit
Committee, Remuneration Committee and Nomination Committee.  This will be covered in a separate
communication setting out the committee’s terms of reference and any specific
responsibilities relating thereto.


 


6.                                      Time commitment


 


You will not normally be required to provide your
services as non-executive director for more than 24
days per annum.  This will include your
attendance which is required at annual and extraordinary general meetings of
the Company and bi-monthly Board meetings (flexibility as to the exact dates
will be required) as well as any meetings of the non-executive directors.  In addition, you will be expected to devote
appropriate preparation time ahead of each meeting.


 


7.                                      Fees


 


7.1           The Company will pay you a director’s fee
of £25,000 per annum (gross) and payment
will be by equal monthly instalments in arrears. All payments will be made on a
gross basis by quarterly instalments in arrears against an invoice.  You agree that these arrangements will be
disclosed to shareholders in the Company’s Remuneration Committee Report.


 


7.2           The level of fees will be reviewed
annually.  All fees will cease to accrue
with effect from the date on which your appointment terminates.


 


7.3           The Company will reimburse you for all
reasonable and properly documented expenses you incur in performing your
duties.  If you are in any doubt as to
whether or not an expense is reasonable, you should discuss it with the Company
Secretary prior to incurring it.


 


7.4           You agree to obtain your own legal and tax
advice with regard to the tax consequences in any jurisdiction of payments made
to you or your designated entity by the Company.  You also agree to indemnify the Company against any applicable
withholding, social security and other taxes which may arise as a result of
such payments.


 


8.                                      Confidential Information


 


8.1                                 During your appointment you
will have access to trade secrets and other confidential information regarding
the business and financial affairs of the Company and any of its subsidiaries,
undertakings or affiliates.  You must not,
either during your appointment or afterwards, disclose to anyone or otherwise
make use of this confidential information, except in the proper performance of
your duties or as may be required by law or by any competent regulatory
body.  This does not apply, however, to
any information already in the public domain.


 


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8.2           Your attention is drawn, in particular, to
the disclosure of price sensitive information as regulated by law.  You must not make any statements that might
risk breaching the relevant legal requirements without prior clearance from the
Board.


 


9.                                      Indemnification and Insurance


 


You will be entitled to the indemnification afforded
to directors by the Articles.  You will
also be covered by and will be required to participate in the Company’s
Directors and Officers liability insurance. 
The Company has obtained and will use its reasonable endeavours to
continue to obtain appropriate Directors and Officers liability insurance
subject to applicable limits as set by the Board from time to time for your
benefit and that of the other directors of the Company for as long as you or
the other directors are non-executive directors of the Company.


 


10.                               Termination of Appointment


 


10.1         Your appointment may be terminated by you
or by the Company at any time upon three months’ written notice.


 


10.2         At the time of
executing this letter you will appoint the Company as your attorney by
executing a power of attorney in the form set out in the Schedule to this
letter to do and sign in your name and on your behalf any thing and document as
may be required to make your resignation effective.


 


10.3         Your signature on the enclosed copy of this
letter constitutes your acceptance of the terms of this letter and your
irrevocable resignation as a director of the Company with effect from the date
of expiry of the term specified in paragraph 1.1.


 


10.4         Your appointment will terminate
automatically (without compensation) and you will no longer receive fees (as
referred to in paragraphs 6 and 7.1) on the date of your ceasing to be a
director.  On termination of your
appointment for whatever reason, you will promptly return to the Company all
papers, electronic files and records and property of the Company and its Group
Companies (if any) including any copies thereof which are in your possession.


 


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  SIGNED by 

  	
  )

  
	
  on behalf of CYCLACEL GROUP PLC

  	
  )

  
	
  in the presence of:  /s/ James
  Mountain

  	
  )  /s/ Paul McBarron

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by SIR JOHN BANHAM

  	
  )

  
	
  in the presence of:  /s/ Gavin Weir

  	
  )  /s/ John Banham

  
	
   

  	
   

  



 


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SCHEDULE 1


 


POWER
OF ATTORNEY


 


By this Power of Attorney made on 1 July, 2004, I Sir John Banham of West Country Management, Alfriston, 20 Crescent Road, Sidcup, Kent
DA15 7HN in accordance with the terms of my
letter of appointment (the Appointment Letter) with Cyclacel Group plc
(the Company)
dated today HEREBY APPOINT the Company to act as my attorney with authority in
my name and on my behalf (so that words and expressions defined in the
Appointment Letter shall have the same meaning herein):


 


(a)                                  during the Appointment or after it has
terminated, to do any thing and sign or execute any document as may be required
under the constitution of the Company and each Group Company to make my
resignation as a director from those companies effective; and


 


(c)                                  to appoint any substitute and to
delegate to that substitute all or any powers conferred by this Power of
Attorney.


 


I declare that this Power of Attorney, having been given by me to secure
my obligations under Clause 10 of the Appointment Letter, shall be irrevocable
in accordance with section 4 of the Powers of Attorney Act 1971.


 


IN WITNESS whereof this Power of Attorney has
been duly executed.


 


 


	
  EXECUTED as a deed by

  	
  )

  
	
  Sir John
  Banham

  	
  )  /s/ John Banham

  
	
  in the presence of:

  	
  )

  



 


	
  Witness:

  	
   

  	
   

  
	
  Signature:

  	
  /s/ Gavin Weir

  	
   

  
	
  Name:

  	
  Gavin Weir

  	
   

  



 


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