(iii) 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 12hereof to serve as (a) member of one other Board of Directors of a commercial organization, or (b)a member of one or more Boards of Directors or Trustees of a charitable organization, as may, uponadvance notice 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 Vice President, Finance, Chief Financial Officer, Chief Operating Officer and Secretaryunless the Executive declines such nomination in writing to the Board. As with all members of theBoard, the Executive’s continuation as a director requires election as a director by thestockholders whenever directors are to be elected by the stockholders.4. **Base Salary****.**Company shall pay to the Executive an initial base salary at anannual rate of £192,955, 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 corporateperformance goals consistent with the Company’s business plan for the year, as well asindividual objectives for the Executive’s performance that may be separate from, but are consistentwith, the Company’s business plan. The final determinations as to the actual corporate andindividual performance against the pre-established goals and objectives, and the amount of thebonus payout in relationship to such performance, will be made by the Compensation Committee in itssole discretion. To the extent the Company awards the Executive a cash bonus, the bonus, ifpayable, shall be calculated and paid no later than two and a half months following the later ofthe close of the calendar or Company fiscal year to which such bonus relates.
 
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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, personal pension plan, medical, dental and life insurance, accidental death, travelaccident, short and long-term disability insurance, profit sharing, long-term incentive plans and25 working days of paid vacation annually and 10 days of UK public holidays as laid down from timeto time by the Company.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.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 shallbe entitled to the severance pay and benefits so specified.(a) Certain Definitions. For purposes of this Section 9, the following termsshall have 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 withinthirty (30) days of receipt by the Executive of written notice from the Company of such breach; (B)improper conduct, consisting of any willful act or omission with the intent of obtaining, to thematerial detriment of the Company, any benefit to which the Executive would not otherwise beentitled; (C) gross negligence, consistingof wanton and reckless acts or omissions in the performance of the Executive’s duties to thematerial detriment of the Company; (D) addiction to drugs or chronic alcoholism or (E) anyconviction of, or plea of nolo contendere to, a crime (other than a traffic violation) under thelaws of the United States or any political subdivision thereof provided that the Executive receivesa copy of a resolution duly adopted by a two thirds majority affirmative vote of the membership ofthe Board excluding the Executive, at a meeting of the Board called and held for such purpose afterthe Executive has been given reasonable notice of such meeting and has been given an opportunity,together with his counsel, to be heard by the Board, finding that in the good faith opinion of theBoard the Executive was guilty of the conduct set forth and specifying the particulars thereof indetail.
 
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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“For Cause” other than termination by virtue of the expiry of the Employment Period on 1 January2014 or any specific extension thereof and the non-renewal of the Executive’s employment on thesame terms, or (B) termination of employment by the Executive within thirty (30) days following a“Constructive Termination” event. For purposes hereof, the following shall constitute ConstructiveTermination events: (1) any removal of the Executive from the position of Vice President, Finance,Chief Financial Officer and Chief Operating Officer, (2) any substantive reduction of theExecutive’s duties, responsibilities or authority, including any change in the Executive’spositions as Vice President, Finance, Chief Financial Officer and Chief Operating Officer thatresults in such a reduction, (3) a reduction by the Company in the Executive’s base salary ineffect on the date hereof or as may be increased from time to time except if the Board in responseto exceptional adverse business circumstances makes a general temporary reduction in thecompensation of the executives of the Company, (4) a failure by the Company to continue any bonusplans in which the Executive is presently entitled to participate (the “Bonus Plans”) as the samemay be modified from time to time but substantially in the form currently in effect, or a failureby the Company to continue the Executive as a participant in the Bonus Plans on at least the samebasis as the Executive presently participates in accordance with the Bonus Plans (other than forcustomary yearly variations), (5) the Company’s requiring the Executive without the Executive’sexpress written consent to be based anywhere other than within 50 miles of the Executive’s presentoffice location, 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”.(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 directors whoseelection by the Board, or whose nomination for election by the Company’s stockholders, shall havebeen 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 following theeffective date of such termination.
 
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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 oftermination, on the same terms as applicable to other executive employees of the Company fromtime to time, over the same period with respect to which the Executive’s base salary is continuedas provided in Section 9(b)(i) hereof; provided, however, that theCompany’s obligation to provide such coverages shall be terminated if the Executive obtainssubstitute coverage from another employer of the Executive at any time during the continuationperiod; the Executive shall be obligated to notify Company of any such substitute coverage and thedate of commencement thereof promptly upon obtaining any such coverage; and(iii) *Stock Options*— all options to purchase shares of the Company’s common stock held bythe Executive 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 twelve (12) monthsfollowing 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 inSection 9(c)(i) hereof provided, however that the Company’s obligation to provide suchcoverages shall be terminated if the Executive attains substitute coverage from another employer 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 attaining any suchcoverage.(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) *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 ExciseTax upon Executive in accordance with the regulations of the Internal Revenue Code governingshareholder approval of transactions giving rise to 280G Excise Tax liability.
 
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(B) If the procedure set forth in Section 9(c)(iv)(A) is not available, if anypayment, award, benefit or distribution by the Company to or for the benefit of Executive would besubject to the 280G Excise Tax or any corresponding provisions of state or local tax laws as aresult of payment to Executive, or any interest or penalties are incurred by Executive with respectto such 280G Excise Tax, then Executive shall be entitled to receive an additional payment (a“Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment,Executive retains an amount of the Gross-Up Payment equal to the 280G Excise Tax imposed upon thepayments.(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 the Executive’s basesalary as in effect immediately prior to such termination for a period of 12 months following theFirst Date of Disability, reduced by the amounts of any payments received from any short-term orlong-term disability plan of the Company;(ii) *Benefits Continuation*— the same benefits as provided in Section 9(c)(ii) above,to be provided during the Employment Period while the Executive is suffering from Disability andfor a period of twelve (12) months following the effective date of termination of employment byreason of Disability; 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 thisSection 9, but including termination by virtue of the expiry of the Employment Period andnon-renewal of the Executive’s employment on the same terms, the Executive shall not be entitled toany severance pay, benefits continuation or stock option rights contemplated by the foregoingprovisions of this Section 9, except as otherwise provided in the applicable benefit plansof the Company that cover the Executive.(f) Accrued Rights. Notwithstanding the foregoing provisions of this Section9, in the event of termination of the Executive’s employment hereunder for any reason, theExecutive shall be entitled to payment of any unpaid portion of his base salary, computed on apro-rata basis through the effective date of termination, and payment of any accrued but unpaidrights in accordance with the terms of any incentive bonus or employee benefit plan or programof the Company.
 
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(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 theprovisions of Sections 10, 11 and 12 hereof and (ii) execute and honor the terms of awaiver and release of claims against the Company substantially in the form attached hereto asExhibit A (as may be modified consistent with the purposes of such waiver and release toreflect changes in law following the date hereof) and compromise agreement in the form attachedhereto as Exhibit B (as may be modified consistent with the purposes of such compromiseagreement to reflect changes in law following the date hereof). The parties hereto agree that theExecutive is under no affirmative obligation to seek to mitigate or offset the severance paymentsand 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 resolutionby a majority of the Board making such a determination following notice of the alleged failure byCompany to the Executive, an opportunity for the Executive to cure the alleged failure for a periodof thirty (30) days from the date of such notice and the Executive’s opportunity to be heard on theissue by the Board.(iii) *Stock Options*— Notwithstanding any other provisions of this Agreement to the contrary,in the event that the Executive continues to serve as a member of the Board following histermination of employment from Company, his rights with respect to the vesting and exercisabilityof the options shall continue in the same manner as other non-executive members of the Board.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) informationdisclosed under a requirement of law or as directed by applicable legal authority havingjurisdiction over the Executive.
 
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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.(ii) The Executive is hereby retained in a capacity such that the Executive’s responsibilitiesinclude the making of technical, managerial and promotional contributions of value to the Company.The Executive hereby assigns to Company all rights, title and interest in such contributions andinventions made or conceived by the Executive alone or jointly with others which relate to thebusiness of the Company. This assignment shall include (a) the right to file and prosecute patentapplications on such inventions in any and all countries, (b) the patent applications filed andpatents issuing thereon, and (c) the right to obtain copyright, trademark or trade name protectionfor any such work product. The Executive shall promptly and fully disclose all such contributionsand inventions to the Company and assist the Company in obtaining and protecting the rights therein(including patents thereon), in any and all countries; provided, however, that said contributionsand inventions will be the property of the Company, whether or not patented or registered forcopyright, trademark or trade name protection, as the case may be. Inventions conceived by theExecutive which are not related to the business of the Company (as determined in good faith by theBoard), 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 or within the United Kingdom and which directly competes with the businessof the Company and/or Cyclacel Limited. For purposes of the foregoing, the term “CompetitiveBusiness” shall mean any business involved in the research, development, or sale of anticancertargeted therapeutics that are nucleoside analogues, CDK inhibitors or Aurora/VEGFR2 inhibitorsand/or medicines for the treatment of radiation dermatitis or xerostomia or any other business inwhich the 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.
 
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(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 periodapplicable under clause (i) above from acting as a passive investor where (a) in the case of aCompetitive Business being a public corporation, the Executive owns not more than five percent (5%)of the issued and outstanding capital stock or such higher percentage or amount as may be approvedby the Board upon notice from the Executive prior to obtaining such interest; provided, however,that the Executive shall not be treated as having violated the provisions of this Section12 if in good faith he is unaware that an entity in which he has an investment interest wouldbe treated as a Competitive Business and, upon becoming aware of such involvement, the Executivemakes reasonable efforts to divest himself of his interest in such business; (b) in the case of anyemployer or entity other than a Competitive Business that is engaged in, or whose affiliates areengaged in, the development or marketing of products or technologies that are directly orindirectly competitive with any product or technology that is developed or marketed or proposed tobe developed or marketed by Company during the Employment Period, the Executive owns not more thanfive percent (5%) of the issued and outstanding capital stock; or (c) receiving stock, options orwarrants from any entity with which the Executive can have a relationship pursuant to clause (i)above as part of the Executive’s compensation for services rendered or to be rendered.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 tothe innocent party, who shall have, in addition to any and all remedies of law and otherconsequences under this Agreement, the right to an injunction, specific performance or otherequitable relief to prevent 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.
 
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17. **Entire Agreement****.**(a) *Change, Modification, Waiver*. No change or modificationof this Agreement shall be valid unless it is in writing and signed by each of the parties hereto.No waiver of any provision of this Agreement shall be valid unless it is in writing and signed bythe party against whom the waiver is sought to be enforced. The failure of a party to insist uponstrict performance of any provision of this Agreement in any one or more instances shall not beconstrued as a waiver or relinquishment of the right to insist upon strict compliance with suchprovision in the future.(b) *Integration of All Agreements*. This Agreement constitutes the entire Agreement betweenthe parties and is intended to be an integration of all agreements between the parties with respectto the Executive’s service with Company. Except as provided in Section 8 hereof concerningthe Indemnification Agreement, any and all prior agreements between the Executive and the Companywith respect to the Executive’s service with the Company are hereby revoked.(c) *Severability of Provisions*. If for any reason any provision of this Agreement should bedeclared void or invalid, such declaration shall not affect the validity of the rest of thisAgreement, 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, except that, and only to the extent applicable, Englandlaw shall govern the working conditions and the like.20. **Miscellaneous****.**(a) *Form*. As employed in this Agreement, the singular form shallinclude, if appropriate, the plural.(b) *Headings*. The headings employed in this Agreement are solely for the convenience andreference 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.(c) *Modifications*. Notwithstanding any other provision with respect to the timing of paymentsunder this Agreement, if, at the time of Executive’s expiration of the Employment Period, thenon-renewal of the Executive’s employment is deemed to be dismissal or termination (within themeaning of the UK law or any other applicable law), limited only to the extent necessary to complywith the requirements of the UK law, any payment to which Executive may become entitled under theUK law will be withheld, but no later than the first (1st) business day of the 11th week followingthe expiration of the Employment Period, at whichtime the parties to this Agreement will be negotiate in good faith a mechanism effective underthe UK law to carry out the intent and purpose of this Agreement.21. **Additional Terms of Statement of Main Terms and Conditions of Employment****.**Theparties shall execute and deliver a Statement of Main Terms and Conditions of Employment asrequired by UK law and conforming, to the extent practicable, with the terms and conditions of theforegoing .*[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                      **PAUL MCBARRON:**    /s/ Paul McBarron           
 
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Exhibit AWaiver and Release**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:                Paul McBarron             Date signed:            
 
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Exhibit BCompromise Agreement**COMPROMISE AGREEMENT**THIS COMPROMISE AGREEMENT (the “**Agreement**”) is made as of [**•**] by and between CyclacelPharmaceuticals, Inc. (the “**Employer**”) and Paul McBarron (the “**Executive**”).WHEREAS, the Employer has employed the Executive as Executive Vice President, Finance, ChiefFinancial Officer, Chief Operating Officer and Secretary since [**•**]; andWHEREAS, the Executive may have certain claims against the Employer in respect of the Executive’semployment during the period of the Executive’s employment with the Employer and up to the date ofsigning of this Agreement by the parties, andWHEREAS, without admitting the validity of all or any of these claims, the Employer wishes tosettle with the Executive;NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:-1. Claims against the Employer a. The Executive asserts that the Executive may have the following particular claims (the“**Asserted Claims**”), and no other claims, against the Employer, its directors, officers oremployees, or against any associated company or person, or any affiliates of the Employer(collectively, the “**Affiliates**”) arising from the Executive’s employment with the Employeror the termination thereof: i. Any claim for damages for breach of contract for notice or pay in lieu ofnotice; ii. Any claim for holiday pay; or payment of an accrued untaken holidayentitlement; iii. Any claim for outstanding pay, overtime, expenses, ex-gratia or discretionarypayments, use of Company vehicle, Directors’ fees, bonuses or commission and alsoincluding a claim under the Equal Pay Act 1970 or Article 119 of the Treaty of Rome (asamended by the Treaty of Amsterdam); iv. A claim by the Executive for breach of contract by the Employer; v. Any claim for unfair dismissal; or unfair constructive dismissal; vi. Any claim for unlawful deduction from wages under Part II of the EmploymentRights Act 1996;
 
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 vii. Any claim for redundancy payment whether statutory or otherwise; viii. Any claim for a failure to follow the statutory dispute resolution proceduresunder the Employment Act 2002 and the Employment Act 2002 (Dispute Resolution)Regulations 2004; ix. Any claim for breach of the Working Time Regulations 1998 including non-paymentof holiday pay; x. Any claim for failure to give a Statement of Main Terms and Conditions ofEmployment or dispute resolution procedures in terms of Part I of the Employment RightsAct 1996; b. The Executive confirms that the Executive’s only claims or complaints against theEmployer or Affiliates are the Asserted Claims and that the Executive is aware of no otherclaim or grounds to make a claim against the Employer or Affiliates in relation to anyother matters howsoever arising. c. The Executive accepts the terms of this Agreement in full and final settlement of theAsserted Claims and all other claims, complaints, costs, expenses or rights of action ofany kind, present, future or contingent, which the Executive may have against the Employeror Affiliates, whether under statute, contract or at common law or under legislation ordirectives of the European Union, arising from the Executive’s employment with the Employeror the termination thereof, including, but not limited to: i. Any claim for sex discrimination or victimisation, or harassment under the SexDiscrimination Act 1975; ii. Any claim for race discrimination or victimisation, or harassment under theRace Relations Act 1976; iii. Any claim for disability discrimination or victimisation or harassment underthe Disability Discrimination Act 1995; iv. Any claim for discrimination, victimisation or harassment under the EmploymentEquality (Sexual Orientation) Regulations 2003; v. Any claim for discrimination, victimisation or harassment under the EmploymentEquality (Religion or Belief) Regulations 2003; vi. Any claim for discrimination, victimisation or harassment under the EmploymentEquality (Age) Regulations 2006;
 
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 vii. Any claim for less favourable treatment, detriment, unfair dismissal orvictimisation under the Part Time Workers (Prevention of Less Favourable Treatment)Regulations 2000; viii. Any claim for less favourable treatment, detriment, unfair dismissal orvictimisation under the Fixed Term Executives (Prevention of Less Favourable Treatment)Regulations 2002; ix. Any claim under the National Minimum Wage Act 1998; x. Any claim in relation to trade union membership, unfair dismissal or detrimenton the grounds they are a trade union member under the Trade Union and Labour Relations(Consolidation) Act 1992; xi. Any claim for a protective award under Trade Union and Labour Relations(Consolidation) Act 1992; xii. Any claim for harassment under the Protection from Harassment Act 1997; xiii. Any claim under Part VII of the Transnational Information and Consultation ofExecutives Regulations 1999; xiv. Any claim for compensation under the Data Protection Act 1998; xv. Any claim under Part VIII of the Information and Consultation of ExecutivesRegulations 2004; xvi. Any claim for a protective award under the Transfer of Undertakings (Protectionof Employment) Regulations 2006; xvii. Any claim for a guarantee payment in terms of Part III of the EmploymentRights Act 1996; xviii. Any claim by the Executive that they have suffered a detriment on the grounds ofprovisions relating to: (a) health and safety;  (b) Sunday working;  (c) the Working Time Regulations 1998;  (d) undertaking duties of an Occupational Pension Scheme Trustee;  (e) undertaking duties as an Executive representative;  (f) time off work for study or training;  (g) protected disclosures;  (h) family leave;  (i) dependant leave;  (j) flexible working;  (k) enforcing or securing the benefit of or right conferred underthe Tax Credits Act 2002.
 
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all in terms of Sections 44 to 48 of the Employment Rights Act 1996; xix. Any claim for compensation under Section 80H of the Employment Rights Act 1996(flexible working), but excluding any claims in relation to accrued pension rights orany claims for damages for personal injuries, in respect of the latter of which theExecutive warrants that the Executive is not aware of any such claims. d. The Executive warrants that, at the date of this Agreement, the Executive has notissued any proceedings against the Employer or Affiliates, whether in an EmploymentTribunal or otherwise, and agrees to withdraw any such proceedings instituted on theirbehalf. e. If the waiver of the Asserted Claims or any other claims contained in this Clause isjudged to be void or unenforceable, but would be valid if any one or more of the waiverswere reduced, the waiver(s) shall be deemed to apply with such modification(s) as may benecessary to make them valid and effective. Any such modification of any one waiver of aclaim shall not affect the validity of any other waiver of claim contained in thiscontract.2. Executive warranties a. The Executive warrants that he is not aware of any matters relating his employmentwhich if disclosed to the Employer might affect the Employer’s decision to enter into thisAgreement. b. The Executive warrants that the Executive has complied with all of his obligations tothe Employer and have not done or failed to do anything which would have allowed theEmployer to terminate the Executive employment with immediate effect.3. Legal Advice a. The Executive warrants to the Employer that before signing this Agreement the Executivereceived independent legal advice from [________]Solicitor, [_______] a qualified lawyer(“The Advisor”), as to the terms and effects of this Agreement, and, in particular, itseffect on the Executive’s ability to pursue the Executive’s rights before anEmployment Tribunal or a Court. The Advisor has in force a Policy of Insurance coveringthe risk of a claim by the Executive in respect of any loss arising in consequence of thesaid legal advice.
 
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 b. The Executive warrants to the Employer that the Executive has provided the Advisor withall available information which the Advisor requires or may require to advise whether theExecutive has any claims, and in particular any of the claims listed in Clause 1 of thisAgreement, against the Employer or Affiliates. c. The Executive warrants to the Employer that the Advisor has advised the Executive thaton the basis of the information available to the Advisor the Executive’s only claims orparticular complaints against the Employer or Affiliates are the Asserted Claims and thathe has no other claim against the Employer whether statutory or otherwise.4. Compliance with statutory provisions a. The Executive declares and acknowledges that the Executive has carefully read and fullyunderstands all of the provisions of this Agreement and voluntarily agrees to and intendsto be legally bound by all its terms and in particular the Executive acknowledges that thisAgreement is a Compromise Agreement within the meaning of s.203(2)(f) of the EmploymentRights Act 1996 and that by entering into this Agreement the Executive has agreed not toinstitute or continue any proceedings before an Employment Tribunal or the Courts arisingout of the termination of the Executive’s employment. b. The Employer and the Executive agree and acknowledge that the conditions regulatingCompromise Agreements under Section 203(3) of the Employment Rights Act 1996, Section 288of the Trade Union and Labour Relations (Consolidation) Act 1992; Section 77(4A) of the SexDiscrimination Act 1975; Section 72(4A) of the Race Relations Act 1976; Schedule 3A of theDisability Discrimination Act 1995 and Regulation 35(3) of the Working Time Regulations1998, Section 49 of the National Minimum Wage Act 1998, Regulation 10 of the Fixed TermExecutives (Prevention of less favourable Treatment) Regulations 2002; Regulation 9 of thePart Time Workers (Prevention of Less favourable Treatment) Regulations 2000, Schedule 4 ofthe Employment Equality (Religion or Belief) Regulations 2003, Schedule 4 of the EmploymentEquality (Sexual Orientation) Regulations 2003; Schedule 5 of the Employment Equality (Age)Regulations 2006; Regulation 40 of the Information and Consultation of ExecutivesRegulations 2004; and Regulation 41 of the Transnational information and Consultation ofExecutives Regulations 1998 all as maybe re-enacted or amended are intended to be and havebeen satisfied and that the Executive has intimated the foregoing claims.
 
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IN WITNESS WHEREOF these presents consisting of thisand the [______] preceding pages areexecuted as follows:They are subscribed for and on behalf of theEmployer at [_____]on the _____ day of [_______] 20_____ the presence of the followingwitness by:-    (Witness)          (Authorised Signatory)    (Full Name)      (Address)            (Occupation)     They are subscribed by the Executive at[_____]on the ________ day of [_____] 20_____ inthe presence of the following witness:-      (Witness)          [Executive’s name]    (Full Name)      (Address)            (Occupation)  
 
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22. Solicitor’s Certificate under Section 203 of the Employment Rights Act 1996I, [_____] hereby certify as follows:-1. I am a solicitor holding a current Practising Certificate.2. I have advised [Executive] of the terms and effects of the attachedAgreement and in particular its effect on the Executive’s ability to pursue a claim to anEmployment Tribunal and/or the Courts following its signing.3. I am not acting and have not acted in relation to this matter for [employer]4. There is in force a policy of insurance covering the risk of a claim by the Executive inrespect of loss arising in consequence of the advice I have given.5. The conditions regulating Compromise Agreements under Section 203(3) of the Employment RightsAct 1996, Section 288 of the Trade Union and Labour Relations (Consolidation) Act 1992;Section 77(4A) of the Sex Discrimination Act 1975; Section 72(4A) of the Race Relations Act1976; Schedule 3A of the Disability Discrimination Act 1995 and Regulation 35(3) of theWorking Time Regulations 1998, Section 49 of the National Minimum Wage Act 1998, Regulation 10of the Fixed Term Executives (Prevention of less favourable Treatment) Regulations 2002;Regulation 9 of the Part Time Workers (prevention of Less favourable Treatment) Regulations2000, Schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, Schedule 4of the Employment Equality (Sexual Orientation) Regulations 2003; Schedule 5 of the EmploymentEquality (Age) Regulations 2006; Regulation 40 of the Information and Consultation ofExecutives Regulations 2004; and Regulation 41 of the Transnational Information andConsultation of Executives Regulations 1998 have accordingly been satisfied.         (Sgd.)   Date             
 
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