(c) The Executive expressly agrees that during the Employment Period he will not beinterested, directly or indirectly, in any form, fashion or manner, as a partner, officer,director, advisor, employee, consultant, controlling stockholder or in any other form or capacity,in any other business or company, except that he would not be prohibited by Section 12 hereof toserve as (a) member of one other Board of Directors of a commercial organization, or (b) a memberof one or more Boards of Directors or Trustees of a charitable organization, as may, upon advancenotice from the Executive be approved by the Board in its discretion after consideration ofpossible conflicts, reputation(al) effects, time requirements and other interests of the Company.In addition effective upon the Commencement Date, the Executive will be nominated to the Board fora term ending at the 2014 annual meeting. The Board will use its best efforts to cause thenomination of the Executive thereafter for reelection to the Board for successive terms, at everytime at which directors are nominated to the stockholders for election, as long as the Executiveserves as President and Chief Executive Officer unless the Executive declines such nomination inwriting to the Board. As with all members of the Board, the Executive’s continuation as a directorrequires election as a director by the stockholders whenever directors are to be elected by thestockholders.4. **Base Salary**. Company shall pay to the Executive an initial base salary at anannual rate of $490,383, subject to applicable income and employment tax withholdings and all otherrequired and authorized payroll deductions and withholdings. The Executive’s salary shall bepayable at the same time and basis as the Company pays its payroll in general. Increases in theExecutive’s annual base salary during the Employment Period may be effected from time to time basedupon the review and approval of the Compensation Committee of the Board (the “CompensationCommittee”). During the Employment Period, the Executive’s base salary rate shall not be reducedbelow the initial base salary rate provided hereunder, nor below any increased base salary ratethat may be effected as provided hereunder, except if the Board, in response to exceptionallyadverse business circumstances makes a general temporary reduction in the compensation of theexecutives of the Company.5. **Annual Incentive Bonus**. In addition to the Executive’s base salary as providedabove, the Executive will be eligible for an annual cash incentive bonus for each calendar year ofthe Employment Period. The bonus for which the Executive is eligible for each such year will bebased on a percentage of base salary and may be increased for above-plan performance as establishedby the Compensation Committee in its discretion and upon consultation with the Executive at thebeginning of each year. The annual bonus hereunder will be payable based upon the satisfaction ofperformance criteria that will be established by the Compensation Committee in its discretion andupon consultation with the Executive at the beginning of each year, subject to the approval of theBoard. Such performance criteria will include corporate performance goals consistent with theCompany’s business plan for the year, as well as individual objectives for the Executive’sperformance that may be separatefrom, but are consistent with, the Company’s business plan. The final determinations as tothe actual corporate and individual performance against the pre-established goals and objectives,and the amount of the bonus payout in relationship to such performance, will be made by theCompensation Committee in its sole discretion. To the extent the Company awards the Executive acash bonus, the bonus, if payable, shall be calculated and paid no later than two and a half monthsfollowing the later of the close of the calendar or Company fiscal year to which such bonusrelates.
 
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6. **Executive Benefits**. The Executive shall be entitled to receive employment benefitsin accordance with the Company’s benefit policies in effect from time to time, including, withoutlimitation, 401(k) plan, medical, dental and life insurance, accidental death, travel accident,short and long-term disability insurance, profit sharing, long-term incentive plans and 15 workingdays of paid vacation annually.7. **Expenses**. The Company shall reimburse the Executive for all reasonable andnecessary expenses incurred by him in connection with the performance of his services for theCompany upon submission of expense reports and documentation in accordance with the Company’spolicies. The Company may request additional documentation or a further explanation to substantiateany expense submitted for reimbursement, and retains the discretion to approve or deny a requestfor reimbursement. If an expense reimbursement is not exempt from Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”), any reimbursement in one calendar year shall notaffect the amount that may be reimbursed in any other calendar year and a reimbursement (or rightthereto) may not be exchanged or liquidated for another benefit or payment. Any expensereimbursements subject to Section 409A of the Code shall be made no later than the end of thecalendar year following the calendar year in which such business expense is incurred by theExecutive.8. **Indemnification**. The Company shall indemnify the Executive in accordance with theCompany’s By-laws. The Company agrees that it will make all commercially reasonable efforts tokeep in full force and effect, for the duration of all applicable statute of limitations periods,directors and officers liability insurance policies on terms at least as favorable to the Executiveas those in effect on the date hereof.9. **Termination**. This Agreement does not grant the Executive any right or entitlementto be retained by the Company. In the event of termination by the Company of the Executive’semployment under the circumstances described below in this Section 9, the Executive shall beentitled to the severance pay and benefits so specified.(a) Certain Definitions. For purposes of this Section 9, the following terms shallhave the meanings given below:(i) Termination For Cause. The employment of the Executive hereunder shall be deemedto have been terminated “For Cause” if the Company shall have terminated the Executive as a resultof any of the following: (A) any act committed by the Executive which shall represent a breach inany material respect of any of the terms of this Agreement and which breach is not cured within 30days of receipt by the Executive of written noticefrom the Company of such breach; (B) improper conduct, consisting of any willful act oromission with the intent of obtaining, to the material detriment of the Company, any benefit towhich the Executive would not otherwise be entitled; (C) gross negligence, consisting of wanton andreckless acts or omissions in the performance of the Executive’s duties to the material detrimentof the Company; (D) addiction to drugs or chronic alcoholism or (E) any conviction of, or plea ofnolo contendere to, a crime (other than a traffic violation) under the laws of the United States orany political subdivision thereof provided that the Executive receives a copy of a resolution dulyadopted by a two thirds majority affirmative vote of the membership of the Board excluding theExecutive, at a meeting of the Board called and held for such purpose after the Executive has beengiven reasonable notice of such meeting and has been given an opportunity, together with hiscounsel, to be heard by the Board, finding that in the good faith opinion of the Board theExecutive was guilty of the conduct set forth and specifying the particulars thereof in detail.
 
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(ii)  Termination Without Cause. The employment of the Executive hereunder shall bedeemed to have been terminated “Without Cause” upon (A) termination of employment by the Companyfor any reason other than the reasons specified in Section 9(a)(i) hereof as termination “ForCause” or (B) termination of employment by the Executive within 30 days following a “ConstructiveTermination” event. For purposes hereof, the following shall constitute Constructive Terminationevents: (1) any removal of the Executive from the position of President or Chief Executive Officer,(2) any substantive reduction of the Executive’s duties, responsibilities or authority, includingany change in the Executive’s positions as President or Chief Executive Officer that results insuch a reduction, (3) a reduction by the Company in the Executive’s base salary in effect on thedate hereof or as may be increased from time to time except if the Board in response to exceptionaladverse business circumstances makes a general temporary reduction in the compensation of theexecutives of the Company, (4) a failure by the Company to continue any bonus plans in which theExecutive is presently entitled to participate (the “Bonus Plans”) as the same may be modified fromtime to time but substantially in the form currently in effect, or a failure by the Company tocontinue the Executive as a participant in the Bonus Plans on at least the same basis as theExecutive presently participates in accordance with the Bonus Plans (other than for customaryyearly variations), (5) the Company’s requiring the Executive without the Executive’s expresswritten consent to be based anywhere other than within 50 miles of the Executive’s present officelocation, except for required travel on the Company’s business to an extent substantiallyconsistent with the Executive’s present business travel obligations, (6) a failure by the Companyto offer Executive all benefits offered to all Company employees and (7) any purported terminationof the Executive’s employment which is not effected pursuant to the terms of this Agreement. Nosuch purported termination shall be effective.The foregoing shall be treated as Constructive Termination events hereunder following theexpiration of 30 days from the date the Executive has notified Company (within 90 days) of theoccurrence of such event and the Executive’s intention to treat such event as a constructivetermination and terminate the Executive’s employment on the basis thereof, provided that Companyhas not cured the constructive termination event before the expiration of such 30-day period.
 
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(iii) Disability. The Executive shall be treated as having suffered a “Disability” ifthe Executive is prevented from performing his duties hereunder by reason of illness or injury fora period of either (A) six or more consecutive months from the First Date of Disability (as definedbelow) or (B) eight months in the aggregate during any 12-month period. The date as of which theExecutive is first absent from employment as a result of such illness or injury shall be referredto herein as the “First Date of Disability”. Notwithstanding the foregoing, if and only to theextent that Executive’s disability is a trigger for the payment of deferred compensation, asdefined in Section 409A of the Code, “disability” shall have the meaning set forth in Section409A(a)(2)(C) of the Code.(iv) Change in Control. A “Change in Control” shall be deemed to have taken place if:(A) there shall be consummated any consolidation or merger of the Company in which Company isnot the continuing or surviving corporation or pursuant to any transaction in which shares of theCompany’s capital stock are converted into cash, securities or other property, or any sale, lease,exchange or other transfer in one transaction or a series of transactions contemplated or arrangedby any party as a single plan of all or substantially all of the assets of the Company, or theapproval of a plan of complete liquidation or dissolution of the Company adopted by thestockholders of the Company; or(B) any person (as such term is used in Sections 13(d) and 14(d)(2) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)) shall after the date hereof become thebeneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly orindirectly, of securities of the Company representing 35% or more of the voting power of all thenoutstanding securities of the Company having the right under ordinary circumstances to vote in anelection of the Board (including, without limitation, any securities of the Company that any suchperson has the right to acquire pursuant to any agreement, or upon exercise of conversion rights,warrants or options, or otherwise, shall be deemed beneficially owned by such person); or(C) individuals who at the date hereof constitute the entire Board and any new directorswhose election by the Board, or whose nomination for election by the Company’s stockholders, shallhave been approved by a vote of at least a majority of the directors then in office who either weredirectors at the date hereof or whose election or nomination for election shall have been soapproved (the “Continuing Directors”) shall cease for any reason to constitute a majority of themembers of the Board.(b) Termination Without Cause. In the event of termination of the Executive’semployment hereunder by Company “Without Cause” (other than for a Termination for a Change ofControl hereinafter separately provided for) the Executive shall be entitled to the followingseverance pay and benefits:(i) *Severance Pay*— severance payments in the form of continuation of the Executive’s basesalary as in effect immediately prior to such termination for a period of 12 months commencing onthe sixtieth (60th) day following the effective date of suchtermination.
 
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(ii) *Benefits Continuation*— continued coverage under the Company’s medical care and lifeinsurance benefit plans in which the Executive is participating at the time of termination, on thesame terms as applicable to other executive employees of the Company from time to time, over thesame period with respect to which the Executive’s base salary is continued as provided in Section9(b)(i) hereof; provided, however, that the Company’s obligation to provide such coverages shall beterminated if the Executive obtains substitute coverage from another employer of the Executive atany time during the continuation period; the Executive shall be obligated to notify Company of anysuch substitute coverage and the date of commencement thereof promptly upon obtaining any suchcoverage; the Executive shall be entitled, at the expiration of the period of benefits continuationunder this Section 9(b)(ii), to elect continued medical coverage upon timely election of COBRAcontinuation coverage, in accordance with Section 4980B of the Internal Revenue Code of 1986, asamended (or any successor provision thereto) with the Company premiums paid at the same percentageas prior to the Executive’s termination; provided that, if COBRA continuation coverage is otherwiseearlier terminated under applicable law, then, in lieu of coverage, the Company will pay its shareof the monthly Company premium in effect prior to the termination of COBRA continuation coveragedirectly to the Executive each month for the remainder of the relevant period. Any amounts paid bythe Company on Executive’s behalf under this Section 9(b)(ii) to continue the Executive’s medicalcare and life insurance benefits shall be recorded as additional income pursuant to Section 6041 ofthe Code and shall not be entitled to any tax qualified treatment; and(iii) *Stock Options*— all options to purchase shares of the Company’s common stock held by theExecutive and which are vested immediately prior to termination of employment shall becomeexercisable for a period of six months following the effective date of termination of employment.(c) Termination following Change in Control. In the event of termination of theExecutive’s employment within six months following a Change of Control the Executive shall beentitled to the following severance pay and benefits:(i) *Severance Pay*— Severance payments in the form of continuation as the Executive’s basesalary as in effect immediately prior to such termination for a period of 24 months commencing onthe sixtieth (60th) day following the effective date of termination.(ii) *Benefits Continuation*— continued coverage under the company’s medical care and lifeinsurance benefit plans in which the Executive is participating at the time of termination, or thesame terms as applicable to other executives of employees of the Company from time to time over thesame period with respect to which the Executive’s base salary is continued as provided in Section9(c)(i) hereof provided, however that the Company’s obligation to provide such coverages shall beterminated if the Executive attains substitute coverage from another employer at any time duringthe continuation period; the Executive shall be obligated to notify Company of any such substitutecoverage and the date of commencement thereof promptly upon attaining any such coverage; theExecutive shall beentitled after the expiration of the period of benefit continuation under the Section9(c)(ii). Any amounts paid by the Company on Executive’s behalf under this Section 9(c)(ii) tocontinue the Executive’s medical care and life insurance benefits shall be recorded as additionalincome pursuant to Section 6041 of the Code and shall not be entitled to any tax qualifiedtreatment.
 
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(iii) *Stock Options*— all options to purchase shares of the Company’s common stock held by theExecutive shall be vested and be exercisable for a period of 18 months following the effective dateof termination.(iv) *Return to London*— the Company will reimburse Executive for out of pocket expensesreasonably incurred by the Executive in connection with the relocation of Executive’s family andhousehold goods from the New York-New Jersey metropolitan area to London. Provided, however, thatthe expenses are incurred on or before the last day of the second taxable year following the yearin which the Executive’s employment terminated.(v) *280G Excise Tax*— it is the intention of Executive and the Company that no payments madeor benefits provided by the Company to or for the benefit of Executive under this Agreement or anyother agreement or plan pursuant to which Executive is entitled to receive payments or benefitsshall be non-deductible to the Company by reason of the operation of Section 280G of the Code (the“280G Excise Tax”), relating to golden parachute payments.(A) The Company agrees that in the event any payments to Executive pursuant to this Agreementwould result in a payment to Executive that would trigger any 280G Excise Tax, if appropriate andpermissible, the Company shall first submit to its stockholders for approval the transaction thatmay result in the imposition of the 280G Excise Tax upon Executive in accordance with theregulations of the Internal Revenue Code governing shareholder approval of transactions giving riseto 280G Excise Tax liability.(B) If the procedure set forth in Section 9(c)(v)(A) is not available, if any payment, award,benefit or distribution by the Company to or for the benefit of Executive would be subject to the280G Excise Tax or any corresponding provisions of state or local tax laws as a result of paymentto Executive, or any interest or penalties are incurred by Executive with respect to such 280GExcise Tax, then Executive shall be entitled to receive an additional payment (a “Gross-UpPayment”) in an amount such that after payment by Executive of all taxes (including any interest orpenalties imposed with respect to such taxes) imposed upon the Gross-Up Payment, Executive retainsan amount of the Gross-Up Payment equal to the 280G Excise Tax imposed upon the payments.(d) Termination Upon Disability or Death. In the event of termination of theExecutive’s employment hereunder on account of the Executive’s “Disability” or death, the Executiveor the Executive’s heirs, estate or personal representatives under law, as applicable, shall beentitled to the following severance pay and benefits:(i) *Severance Pay*— severance payments in the form of continuation of theExecutive’s base salary as in effect immediately prior to such termination for a period of 12months commencing on the sixtieth (60th) day following the effective date of thetermination, reduced by any amounts paid to the Executive in the time period following the FirstDate of Disability and until the date of termination, and any payments received from any short-termor long-term disability plan of the Company;
 
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(ii) *Benefits Continuation*— the same benefits as provided in Section 9(c)(ii) above, to beprovided during the Employment Period while the Executive is suffering from Disability and for aperiod of 12 months following the effective date of termination of employment by reason ofDisability; and(iii) *Stock Options*— all options to purchase shares of the Company’s common stock held by theExecutive which are exercisable immediately prior to termination of employment shall remainexercisable for a period of 12 months following the effective date of termination of employment.(e) Other Terminations. In the event of termination of the Executive’s employmenthereunder for any reason other than those specified in subsections (b) through (d) of this Section9, the Executive shall not be entitled to any severance pay, benefits continuation or stock optionrights contemplated by the foregoing provisions of this Section 9, except as otherwise provided inthe applicable benefit plans of the Company that cover the Executive.(f) Accrued Rights. Notwithstanding the foregoing provisions of this Section 9, inthe event of termination of the Executive’s employment hereunder for any reason, the Executiveshall be entitled to payment of any unpaid portion of his base salary, computed on a pro-rata basisthrough the effective date of termination, and payment of any accrued but unpaid rights inaccordance with the terms of any incentive bonus or employee benefit plan or program of theCompany.(g) Conditions to Severance Benefits. (i) As conditions of the Executive’sentitlement and continued entitlement to the severance payments and benefits provided by thisSection 9, the Executive is required to (i) honor in accordance with their terms the provisions ofSections 10, 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release ofclaims against the Company substantially in the form attached hereto as Exhibit A (and as may bemodified consistent with the purposes of such waiver and release to reflect changes in lawfollowing the date hereof), which must be effective and irrevocable prior to the sixtieth(60th) day following the effective date of the termination of the Executive’semployment. The parties hereto agree that the Executive is under no affirmative obligation to seekto mitigate or offset the severance payments and benefits provided by this Section 9.(ii) For purposes only of this Section, the Executive shall be treated as having failed tohonor the provisions of Sections 10, 11 or 12 hereof only upon the passing of a resolution by amajority of the Board making such a determination following notice of the alleged failure byCompany to the Executive, an opportunity for the Executive to cure thealleged failure for a period of 30 days from the date of such notice and the Executive’sopportunity to be heard on the issue by the Board.
 
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(iii) Stock Options. Notwithstanding any other provisions of this Agreement to thecontrary, in the event that the Executive continues to serve as a member of the Board following histermination of employment from the Company, his rights with respect to vesting and exercisabilityof his then outstanding options shall continue under the same terms and conditions as if theExecutive had not terminated employment until such time as the Executive is no longer providingservices to the Company as a non-executive member of the Board. In addition, any option which isdeemed to be an Incentive Stock Option pursuant to Section 422 of the Code, shall become aNonqualified Stock Option on the date that is three months after termination of Executive’semployment.10. **Confidentiality**. The Executive agrees that he will not at any time during theterm hereof or thereafter for any reason, in any fashion, form or manner, either directly orindirectly, divulge, disclose or communicate to any person, firm, corporation or other businessentity, in any manner whatsoever, any confidential information or trade secrets concerning thebusiness of the Company (including the business of any unit thereof), including, without limitingthe generality of the foregoing, the names of any of its customers, the prices at which it obtainsor has obtained any products or services, the techniques, methods or systems of its operation ormanagement, any customer proposals or other business opportunities, any information regarding itsfinancial matters, or any other material information concerning the business of the Company, itsmanner of operation, its plans or other material data. The provisions of this paragraph shall notapply to (i) information disclosed in the performance of the Executive’s duties to the Companybased on his good faith belief that such a disclosure is in the best interests of the Company; (ii)information that is public knowledge; (iii) information disseminated by the Company to others inthe ordinary course of the Company’s business, in order to further such business, provided therecipient of such information agrees to be subject to a confidentiality obligation at leastcomparable to that herein; (iv) information or knowledge lawfully received by the Executive from athird party who, based upon due inquiry by the Executive, is not bound by a confidentialrelationship to the Company; or (v) information disclosed under a requirement of law or as directedby applicable legal authority having jurisdiction over the Executive.11. **Inventions**. (i) To the extent that any of the Company’s current or futureproducts or services relate to, embody or incorporate concepts, technology or products of any kindrelevant to the Company or its subsidiaries or affiliates that the Executive directly or indirectlyconceived or developed prior to the date hereof during the period of his employment by Company(“Prior Technology”), the Executive assigns in perpetuity to Company any and all of his rights,title and interests, if any, to utilize, without any cost to the Company, such Prior Technology,and the Executive agrees to assist Company in taking all action that may be reasonably required, atthe Company’s expense, to secure for the Company the benefits of the Executive’s ownership orrights, if any, to use all such Prior Technology.
 
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(ii) The Executive is hereby retained in a capacity such that the Executive’s responsibilitiesinclude the making of technical, managerial and promotional contributions ofvalue to the Company. The Executive hereby assigns to Company all rights, title and interest insuch contributions and inventions made or conceived by the Executive alone or jointly with otherswhich relate to the business of the Company. This assignment shall include (a) the right to fileand prosecute patent applications on such inventions in any and all countries, (b) the patentapplications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark ortrade name protection for any such work product. The Executive shall promptly and fully discloseall such contributions and inventions to the Company and assist the Company in obtaining andprotecting the rights therein (including patents thereon), in any and all countries; provided,however, that said contributions and inventions will be the property of the Company, whether or notpatented or registered for copyright, trademark or trade name protection, as the case may be.Inventions conceived by the Executive which are not related to the business of the Company (asdetermined in good faith by the Board), will remain the property of the Executive.12. **Non-Competition**. (i) the Executive agrees that he shall not during theEmployment Period and for a period of one year after the termination or end thereof for any reason,without the approval of the Board which, after the end of the Employment Period, shall notunreasonably be withheld or delayed, directly or indirectly, alone or as partner, joint venturer,officer, director, employee, consultant, agent, independent contractor or controlling stockholder(other than as provided below) of any Company or business, engage in any “Competitive Business”within the United States. For purposes of the foregoing, the term “Competitive Business” shallmean any business involved in the research, development, or sale of anticancer targetedtherapeutics that are nucleoside analogues, CDK inhibitors or Aurora/VEGFR2 inhibitors and/ormedicines for the treatment of radiation dermatitis or xerostomia or any other business in whichthe Company has been engaged up to and until the relevant time (as determined by the Board ofDirectors); provided that, this provision shall in no way prevent the Executive, after the end ofthe Employment Period, from being employed as a consultant.(ii) Notwithstanding the provisions of clause (i) above or any other provision of thisAgreement to the contrary, the Executive shall not be prohibited during the period applicable underclause (i) above from acting as a passive investor where (a) in the case of a Competitive Businessbeing a public corporation, the Executive owns not more than five percent (5%) of the issued andoutstanding capital stock or such higher percentage or amount as may be approved by the Board uponnotice from the Executive prior to obtaining such interest; provided, however, that the Executiveshall not be treated as having violated the provisions of this Section 12 if in good faith he isunaware that an entity in which he has an investment interest would be treated as a CompetitiveBusiness and, upon becoming aware of such involvement, the Executive makes reasonable efforts todivest himself of his interest in such business; (b) in the case of any employer or entity otherthan a Competitive Business that is engaged in, or whose affiliates are engaged in, the developmentor marketing of products or technologies that are directly or indirectly competitive with anyproduct or technology that is developed or marketed or proposed to be developed or marketed byCompany during the Employment Period, the Executive owns not more than five percent (5%) of theissued and outstanding capital stock; or (c) receiving stock, options or warrants from any entitywithwhich the Executive can have a relationship pursuant to clause (i) above as part of the Executive’scompensation for services rendered or to be rendered.
 
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13. **Breach of Restrictive Covenants.** The parties agree that a breach or violation ofSections 10, 11 or 12 hereof will result in immediate and irreparable injury and harm to theinnocent party, who shall have, in addition to any and all remedies of law and other consequencesunder this Agreement, the right to an injunction, specific performance or other equitable relief toprevent the violation of the obligations hereunder.14. **Non-Disparagement**. The Executive agrees that he will not, whether during hisprovision of services to the Company or thereafter, directly or indirectly, make, cause to be made,or ratify any statement, public or private, oral or written, to any person that disparages, eitherprofessionally or personally, the Company or any of its affiliates, past and present, and each ofthem, as well as its and their trustees, directors, officers, agents, attorneys, insurers,employees, stockholders, representatives, assigns, and successors, past and present, and each ofthem.15. **Notices**. Any notice required to be given pursuant to the provisions of thisAgreement shall be in writing and, if mailed, sent by registered mail, postage prepaid, to theparty named at the address set forth below, or at such other address as each party may hereafterdesignate in writing to the other party:   Company:200 Connell Drive #1500  Berkeley Heights, NJ 07922  Attention: Chairman of the Board   Executive:c/o Cyclacel Pharmaceuticals, Inc.  200 Connell Drive #1500  Berkeley Heights, NJ 07922Any such notices shall be deemed to have been delivered when served personally in the mannerspecified above.16. **Dispute Resolution**. The parties shall waive trial by jury in any dispute betweenthem.17. **Entire Agreement**.(a) Change, Modification, Waiver. No change or modification of this Agreement shallbe valid unless it is in writing and signed by each of the parties hereto. No waiver of anyprovision of this Agreement shall be valid unless it is in writing and signed by the party againstwhom the waiver is sought to be enforced. The failure of a party to insist upon strict performanceof any provision of this Agreement in any one or more instances shall not be construed as a waiveror relinquishment of the right to insist upon strict compliance with such provision in the future.(b) Integration of All Agreements. This Agreement constitutes the entireAgreement between the parties and is intended to be an integration of all agreements betweenthe parties with respect to the Executive’s service with Company. Except as provided in Section 8hereof concerning the Indemnification Agreement, any and all prior agreements between the Executiveand the Company with respect to the Executive’s service with the Company are hereby revoked.
 
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(c) Severability of Provisions. If for any reason any provision of this Agreementshould be declared void or invalid, such declaration shall not affect the validity of the rest ofthis Agreement, which shall remain in force as if executed with the void or invalid provisioneliminated.18. **Binding Effect**. This Agreement shall be binding upon all parties hereto and theirheirs, successors and assigns. This Agreement shall be assignable by Company to any entityacquiring all or substantially all of the assets of the Company.19. **Governing Law**. This Agreement shall be governed by and construed in accordancewith the laws of the State of New Jersey.20. **Miscellaneous.**(a) Form. As employed in this Agreement, the singular form shall include, ifappropriate, the plural.(b) Headings. The headings employed in this Agreement are solely for the convenienceand reference of the parties and are not intended to be descriptive of the entire contents of anyparagraph and shall not limit or otherwise affect any of terms, provisions, or constructionthereof.
 
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21. **Compliance with Section 409A of the Code**.(a) The benefits set forth in this Agreement do not constitute non-qualified deferredcompensation subject Section 409A of the Code pursuant to Treas. Reg. §1.409A-(1)(b)(9)(iii). Ifany of the benefits set forth in this Agreement are deemed to constitute non-qualified deferredcompensation subject to Section 409A of the Code, the following provisions shall apply: (i) anytermination of employment triggering payment of such benefits must constitute a “separation fromservice” under Section 409A of the Code before distribution of such benefits can commence. Forpurposes of clarification, this paragraph shall not cause any forfeiture of benefits on the part ofthe Executive, but shall only act as a delay until such time as a “separation from service” occurs;(ii) if the Executive is a “specified employee” (as that term is used in Section 409A of the Codeand regulations and other guidance issued thereunder) on the date his separation from servicebecomes effective, any benefits payable under Section 9 that constitute non-qualified deferredcompensation subject to Section 409A of the Code shall be delayed until the earlier of (A) thebusiness day following the six-month anniversary of the date his separation from service becomeseffective, and (B) the date of the Employee’s death, but only to the extent necessary to avoid theimposition of accelerated or increased income taxes, excise taxes or other penalties underSection 409A of the Code. On the earlier of (A) the business day following the six-monthanniversary of the date his separation from service becomes effective, and (B) the Executive’sdeath, the Company shall pay the Executive in a lump sum the aggregate value of the non-qualifieddeferred compensation that the Company otherwise would have paid the Executive prior to that dateunder Section 9 of this Agreement; (iii) it is intended that each installment of the payments andbenefits provided under this Agreement shall be treated as a separate “payment” for purposes ofSection 409A of the Code; and (iv) neither the Company nor Executive shall have the right toaccelerate or defer the delivery of any such payments or benefits except to the extent specificallypermitted or required by Section 409A of the Code.(b) Notwithstanding any other provision of this Agreement to the contrary, if any term in theAgreement is ambiguous, such term or terms shall be interpreted in a manner that avoids theinclusion of compensation in income under Section 409A(a)(1) of the Code. For purposes ofclarification, this Section 20 shall be a rule of construction and interpretation and nothing inthis Section 20 shall cause a forfeiture of benefits on the part of the Executive.*[signature page follows]*
 
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**IN WITNESS WHEREOF**, this Agreement is executed as of the date first above written.           **CYCLACEL PHARMACEUTICALS, INC.**             By:/s/ Dr. David U’Prichard                Name:Dr. David U’Prichard                Title:Chairman of the Board of Directors                       **SPIRO ROMBOTIS**    /s/ Spiro Rombotis           
 
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EXHIBIT A**1. ****Your Release of Claims.** You hereby agree and acknowledge that by signing thisAgreement, and for other good and valuable consideration, you are waiving your right to assert anyand all forms of legal claims against the Company1/ of any kind whatsoever, whetherknown or unknown, arising from the beginning of time through the date you execute this Agreement(the “Execution Date”). Except as set forth below, your waiver and release herein is intended tobar any form of legal claim, complaint or any other form of action (jointly referred to as“Claims”) against the Company seeking any form of relief including, without limitation, equitablerelief (whether declaratory, injunctive or otherwise), the recovery of any damages, or any otherform of monetary recovery whatsoever (including, without limitation, back pay, front pay,compensatory damages, emotional distress damages, punitive damages, attorneys fees and any othercosts) against the Company, for any alleged action, inaction or circumstance existing or arisingthrough the Execution Date.Without limiting the foregoing general waiver and release, you specifically waive and releasethe Company from any Claim arising from or related to your prior employment relationship with theCompany or the termination thereof, including, without limitation: ** Claims under any state or federal discrimination, fair employment practices orother employment related statute, regulation or executive order (as they may have beenamended through the Execution Date) prohibiting discrimination or harassment based uponany protected status including, without limitation, race, national origin, age, gender,marital status, disability, veteran status or sexual orientation. Without limitation,specifically included in this paragraph are any Claims arising under the AgeDiscrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the CivilRights Act of 1991, the Americans With Disabilities Act and any similar Federal andstate statute. ** Claims under any other state or federal employment related statute, regulationor executive order (as they may have been amended through the Execution Date) relatingto wages, hours or any other terms and conditions of employment. ** Claims under any state or federal common law theory including, withoutlimitation, wrongful discharge, breach of express or implied contract, promissoryestoppel, unjust enrichment, breach of a covenant of good faith and fair dealing,violation of public policy, defamation, interference with contractual relations,intentional or negligent infliction of emotional distress, invasion of privacy,misrepresentation, deceit, fraud or negligence. ** Any other Claim arising under state or federal law.    1/ For purposes of this Agreement, the Company includesthe Company and any of its divisions, affiliates (which means all persons andentities directly or indirectly controlling, controlled by or under commoncontrol with the Company), subsidiaries and all other related entities, and itsand their directors, officers, employees, trustees, agents, successors andassigns.
 
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Notwithstanding the foregoing, nothing contained in this Release constitutes a waiver of anyClaims you may have against the Company arising from or related to the Indemnification Agreementand By-laws provisions referenced in Section 8 of the Employment Agreement, dated January 1, 2011,entered into between you and the Company.You acknowledge and agree that, but for providing this waiver and release, you would not bereceiving the economic benefits being provided to you under the terms of this Agreement.**It is the Company’s desire and intent to make certain that you fully understand the provisionsand effects of this Agreement. To that end, you have been encouraged and given the opportunity toconsult with legal counsel for the purpose of reviewing the terms of this Agreement. Also, becauseyou are over the age of 40 and consistent with the provisions of the Age Discrimination inEmployment Act (“ADEA”), which prohibits discrimination on the basis of age, the Company isproviding you with twenty-one (21) days in which to consider and accept the terms of this Agreementby signing below and returning it to me at: [name], [address].****You may rescind your assent to this Agreement if, within seven (7) days after you sign thisAgreement, you deliver by hand or send by mail (certified, return receipt and postmarked withinsuch 7 day period) a notice of rescission to me at the Company. The eighth day following yoursigning of this Agreement is the Effective Date.**Also, consistent with the provisions of Federal and state discrimination laws, nothing in thisrelease shall be deemed to prohibit you from challenging the validity of this release under suchdiscrimination laws (the “ Discrimination Laws”) or from filing a charge or complaint of age orother employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”)or state equivalent, or from participating in any investigation or proceeding conducted by the EEOCor state equivalent. Further, nothing in this release or Agreement shall be deemed to limit theCompany’s right to seek immediate dismissal of such charge or complaint on the basis that yoursigning of this Agreement constitutes a full release of any individual rights under theDiscrimination Laws, or to seek restitution to the extent permitted by law of the economic benefitsprovided to you under this Agreement in the event that you successfully challenge the validity ofthis release and prevail in any claim under the Discrimination Laws.           By:                Spiro Rombotis             Date signed:             
 
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