Exhibit 10.7


 




	
  

  	
   

  	
   

  
	
  â

  	
  Cyclacel Group plc

  
	
   

  	
   

  






 


1 July,
2004


 


Dr
David U’Prichard


121 Pine Street


Philadelphia


PA 19106


USA


 


Dear Dr
U’Prichard,


 


I am
pleased to confirm the decision of the board of directors of Cyclacel Group plc to appoint you as a senior independent
non-executive director 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


 


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


 





 


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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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.


 


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.


 


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


 


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on a recognised investment exchange and represent one
per cent or less of the issued shares of the class concerned.


 


4.3           The Board has determined that you are to be
independent for the purposes of the Combined Code on Corporate Governance.


 


5.                                      Committees


 


You will also serve as a member of the Board’s Audit
Committee and Remuneration 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 10
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 $17,500 per annum (gross) and payment will be by equal quarterly instalments
in arrears.  In addition, the Company
will pay $750 if you attend in person and $375 if you attend by telephone for
each Board meeting and for each committee meeting that you are required to
attend that is not on the same date as a Board meeting.  All payments will be made on a gross basis
by quarterly instalments in arrears against an invoice raised by you.  You agree that these arrangements will be
disclosed to shareholders in the Company’s Remuneration Committee Report.  All fees will cease to accrue with effect
from the date on which your employment terminates.


 


7.2           The level of fees will be reviewed annually
by the Company and will be adjusted following a listing to levels commensurate
to those paid by public companies in a similar business to the Company.


 


7.3           The Company will reimburse you for all
reasonable and properly documented expenses you incur in performing your duties
provided that such expenses are in accordance with the Company’s policy.  If you are in any doubt as to whether or not
an expense is reasonable or complies with Company policy, 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 any 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, including but not limited
to patent applications, except in the proper performance of your


 


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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.


 


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 written 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.  For the avoidance of doubt and subject to
the limitations specified, Cyclacel agrees to defend, hold harmless and
indemnify you from and against all law suits, claims, losses, damages,
liabilities and expenses (including reasonable attorney fees) which you may
incur during your directorship at Cyclacel and which relate solely to
Cyclacel or your directorship.  This indemnity shall not apply if such law
suit, claim, loss, damage, liability or expense arose as a result of you
failing to follow a direction of the Board or acting outside the scope of
your duties.


 


10.                               Termination of Appointment


 


10.1         Your appointment may be terminated by you or
by the Company at any time upon one month’s 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

  	
  )  /s/ John Banham

  
	
  in the presence of:

  	
  )

  
	
  /s/ Paul McBarron

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SIGNED by

  	
  )

  
	
  DR DAVID
  U’PRICHARD

  	
  )  /s/ David U’Prichard

  
	
  in the presence of:  /s/ Nancy
  Nickerson

  	
  )

  



 


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SCHEDULE 1


 


POWER
OF ATTORNEY


 


By this Power of
Attorney made on 1 July, 2004, I Dr David U’Prichard of 121 Pine Street,
Philadelphia, PA 19106 USA 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

  	
  )

  
	
  Dr David
  U’Prichard

  	
  )  /s/ David U’Prichard

  
	
  in the presence of:

  	
  )

  



 


	
  Witness:

  	
   

  
	
  Signature:

  	
  /s/ Nancy Nickerson

  	
   

  
	
  Name:

  	
  Nancy Nickerson

  	
   

  



 


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