Exhibit 10.4


 


Execution Copy 


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (“Agreement”) is made as of January 1, 2014 by and between Cyclacel Pharmaceuticals, Inc., a Delaware
corporation, (“Company”) and Spiro Rombotis (“the Executive”).


 


WHEREAS, Company
and the Executive were parties to an Employment Agreement dated January 1, 2011, which expires by its terms on January 1, 2014;


 


WHEREAS, Company
desires to continue to retain the Executive’s services as its President and Chief Executive Officer; and


 


WHEREAS, Company
and the Executive are desirous of agreeing the terms and conditions of the Executive’s employment with the Company as set
forth herein.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants and conditions herein contained, the parties hereby agree as follows:


 


1.            Employment.    Company hereby employs the Executive and the Executive accepts such employment according to the terms and conditions set forth
in this Agreement.


 


2.            Term.    Except for earlier termination as hereinafter provided for, the term of the Executive’s employment hereunder shall be for
a period commencing on January 1, 2014 (“Commencement Date”) and continuing through January 1, 2017; the third anniversary
of the Commencement Date. Notwithstanding the foregoing, the Executive’s employment by the Company hereunder may be earlier
terminated, subject to Section 9 hereof, upon the occurrence of any one of the following events: (i) the Company’s decision
to terminate the Executive, (ii) the Executive’s decision to voluntarily resign or retire at any time or (iii) the parties’
mutual agreement in writing to terminate the Executive’s employment hereunder at any time. The period of time between the
Commencement Date and termination of the Executive’s employment hereunder shall be referred to herein as the “Employment
Period”.


 


3.            Position
and Services.


 


(a)          The
Executive will hold the position of President and Chief Executive Officer of the Company. The Executive will report directly to
the Board of Directors of the Company (the “Board”) and shall have such duties, responsibilities and authority with
respect to such positions as are set forth in the Bylaws of the Company, which duties and responsibilities shall in all events
include, but not be limited to, overall management responsibility for the operations and administration of the Company.


 


(b)          The
Executive will be expected to be in the full-time employment of the Company, to devote substantially all of his business time,
attention and efforts to the performance of his duties hereunder. Notwithstanding the foregoing, the Executive may make and manage
personal business investments of his choice and serve in any capacity with any civic, educational or charitable organization, or
any trade association, without seeking or obtaining approval by the Board, provided such activities and service do not materially


 




    	 



    	 



    

 


interfere or conflict
with the performance of his duties hereunder or violate the non-competition provisions of Section 12 hereof.


 


(c)          The
Executive expressly agrees that during the Employment Period he will not be interested, 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 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, upon advance notice from the Executive be approved by the Board in its discretion after consideration of
possible conflicts, reputation(al) effects, time requirements and other interests of the Company.


 


At the 2014 annual meeting of the Company’s
shareholders, the Board will use its best efforts to cause the nomination of the Executive to serve as a Class 2 director of the
Board for a term ending at the 2017 annual meeting. The Board will use its best efforts to cause the nomination of the Executive
thereafter for reelection as Class 2 director to the Board for successive terms, at every time at which Class 2 directors are nominated
to the stockholders for election, as long as the Executive serves as President and Chief Executive Officer unless the Executive
declines such nomination in writing to the Board. As with all members of the Board, the Executive’s continuation as a director
requires election as a director by the stockholders whenever directors are to be elected by the stockholders. If the Executive
ceases to serve as President and Chief Executive Officer for any reason, the Executive shall immediately resign as a director of
the Board.


 


4.            Base
Salary.    Company shall pay to the Executive an initial base salary at an annual rate of $530,553, subject to applicable
income and employment tax withholdings and all other required and authorized payroll deductions and withholdings. The Executive’s
salary shall be payable at the same time and basis as the Company pays its payroll in general. Increases in the Executive’s
annual base salary during the Employment Period may be effected from time to time based upon the review and approval of the Compensation
Committee of the Board (the “Compensation Committee”). During the Employment Period, the Executive’s base salary
rate shall not be reduced below the initial base salary rate provided hereunder, nor below any increased base salary rate that
may be effected as provided hereunder, except if the Board, in response to exceptionally adverse business circumstances makes a
general temporary reduction in the compensation of the executives of the Company.


 


5.            Annual
Incentive Bonus.    In addition to the Executive’s base salary as provided above, the Executive will be eligible for
an annual cash incentive bonus for each calendar year of the Employment Period. The bonus for which the Executive is eligible for
each such year will be based on a target percentage of the then current base salary, which target percentage shall be at least
50%, and may be increased for above-plan performance as established by the Compensation Committee in its discretion and upon consultation
with the Executive at the beginning of each year. The annual bonus hereunder will be payable based upon the satisfaction of performance
criteria that will be established by the Compensation


 




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Committee in its discretion
and upon consultation with the Executive at the beginning of each year, subject to the approval of the Board. Such performance
criteria will include corporate performance goals consistent with the Company’s business plan for the year, as well as individual
objectives for the Executive’s performance that may be separate from, but are consistent with, the Company’s business
plan. The final determinations as to the 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 the Compensation Committee in its sole
discretion. To the extent the Company awards the Executive a cash bonus, the bonus, if payable, shall be calculated and paid no
later than two and a half months following the later of the close of the calendar or Company fiscal year to which such bonus relates.


 


6.            Executive
Benefits.    The Executive shall be entitled to receive employment benefits in accordance with the Company’s benefit
policies in effect from time to time, including, without limitation, 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 working days
of paid vacation annually.


 


7.            Expenses.   The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in connection with the performance
of his services for the Company upon submission of expense reports and documentation in accordance with the Company’s policies.
The Company may request additional documentation or a further explanation to substantiate any expense submitted for reimbursement,
and retains the discretion to approve or deny a request for reimbursement. If an expense reimbursement is not exempt from Section
409A of the Internal Revenue Code of 1986, as amended (the “Code”), any reimbursement in one calendar year shall not
affect the amount that may be reimbursed in any other calendar year and a reimbursement (or right thereto) may not be exchanged
or liquidated for another benefit or payment. Any expense reimbursements subject to Section 409A of the Code shall be made no later
than the end of the calendar year following the calendar year in which such business expense is incurred by the Executive.


 


8.            Indemnification.    The Company shall indemnify the Executive in accordance with the Company’s By-laws. The Company agrees that it will make
all commercially reasonable efforts to keep 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 Executive as those in effect
on the date hereof.


 


9.            Termination.    This Agreement does not grant the Executive any right or entitlement to be retained by the Company. In the event of termination
by the Company of the Executive’s employment under the circumstances described below in this Section 9, the Executive shall
be entitled to the severance pay and benefits so specified.


 


(a)          Certain
Definitions.    For purposes of this Section 9, the following terms shall have the meanings given below:


 


(i)          Termination
For Cause.    The employment of the Executive hereunder shall be deemed to have been terminated “For Cause” if the
Company shall have terminated


 




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the Executive as a result
of any of the following: (A) any act committed by the Executive which shall represent a breach in any material respect of any of
the terms of this Agreement and which breach is not cured within 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 the material
detriment of the Company, any benefit to which the Executive would not otherwise be entitled; (C) gross negligence, consisting
of wanton and reckless acts or omissions in the performance of the Executive’s duties to the material detriment of the Company;
(D) addiction to drugs or chronic alcoholism or (E) any conviction of, or plea of nolo contendere to, a crime (other than a traffic
violation) under the laws of the United States or any political subdivision thereof provided that the Executive receives a copy
of a resolution duly adopted by a two thirds majority affirmative vote of the membership of the Board excluding the Executive,
at a meeting of the Board called and held for such purpose after the 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 the Board the Executive was guilty of the conduct set forth and specifying the particulars thereof in detail.


 


(ii)         Termination
Without Cause.    The employment of the Executive hereunder shall be deemed to have been terminated “Without Cause”
upon (A) termination of employment by the Company for any reason other than the reasons specified in Section 9(a)(i) hereof
as termination “For Cause”, the reasons specified in Section 9(a)(iii) hereof as termination because of the
Executive’s Disability or Death or termination by virtue of the expiry of the Employment Period on 1 January 2017 or any
specific extension thereof and the non-renewal of the Executive’s employment on the same terms, or (B) termination of employment
by the Executive within 30 days following a “Constructive Termination” event. For purposes hereof, the following shall
constitute Constructive Termination events: (1) any removal of the Executive from the position of President or Chief Executive
Officer, (2) any material reduction of the Executive’s duties, responsibilities or authority, including any change in the
Executive’s positions as President or Chief Executive Officer that results in such a reduction, (3) a material reduction
by the Company in the Executive’s base salary in effect on the date hereof or as may be increased from time to time except
if the Board in response to exceptional adverse business circumstances makes a general temporary reduction in the compensation
of the executives of the Company, (4) the Company’s requiring the Executive without the Executive’s express written
consent to be based anywhere other than within 50 miles of the Executive’s present office location, except for required travel
on the Company’s business to an extent substantially consistent with the Executive’s present business travel obligations,
or (5) a material breach of this Agreement by the Company.


 


The foregoing shall be
treated as Constructive Termination events hereunder following the expiration of 30 days from the date the Executive has notified
Company (within 90 days) of the occurrence of such event and the Executive’s intention to treat such event as a constructive
termination and terminate the Executive’s employment on the basis thereof, provided that Company has not cured the constructive
termination event before the expiration of such 30-day period. The Executive’s termination will be effective upon the expiration
of the 30-day period.


 




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(iii)        Disability.    The Executive shall be treated as having suffered a “Disability” if the Executive is prevented from performing his
duties hereunder by reason of illness or injury for a period of either (A) six or more consecutive months from the First Date of
Disability (as defined below) or (B) eight months in the aggregate during any 12-month period. The date as of which the Executive
is first absent from employment as a result of such illness or injury shall be referred to herein as the “First Date of Disability”.
Notwithstanding the foregoing, if and only to the extent that Executive’s disability is a trigger for the payment of deferred
compensation, as defined in Section 409A of the Code, “disability” shall have the meaning set forth in Section 409A(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 is not the continuing or surviving corporation or pursuant to any transaction
in which shares of the Company’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 arranged by any party as a single plan
of all or substantially all of the assets of the Company, or the approval of a plan of complete liquidation or dissolution of the
Company adopted by the stockholders of the Company; or


 


(B)   any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
shall after the date hereof become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly
or indirectly, of securities of the Company representing 35% or more of the voting power of all then outstanding securities of
the Company having the right under ordinary circumstances to vote in an election of the Board (including, without limitation, any
securities of the Company that any such person 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 whose election by the Board, or whose nomination for election
by the Company’s stockholders, shall have been approved by a vote of at least a majority of the directors then in office
who either were directors at the date hereof or whose election or nomination for election shall have been so approved (the “Continuing
Directors”) shall cease for any reason to constitute a majority of the members of the Board; and


 


provided further that in each of
the foregoing cases, the Change of Control also meets all of the requirements of a “change in the ownership of a corporation”
within the meaning of Treasury Regulation §1.409A-3(i)(5)(v), a “change in the effective control of a corporation”
within the meaning of Treasury Regulation §1.409A-3(i)(5)(vi) or a “a change in the ownership of a substantial portion
of the corporation’s assets” within in the meaning of Treasury Regulation §1.409A-3(i)(5)(vii).


 


(b)          Termination
Without Cause.    In the event of termination of the Executive’s employment hereunder by Company “Without Cause”
(other than for a Termination for a


 




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Change of Control hereinafter
separately provided for) the Executive shall be entitled to the following severance pay and benefits:


 


(i)          Severance
Pay - severance payments in the form of continuation of the Executive’s base salary as in effect immediately prior to
such termination for a period of 12 months commencing on the sixtieth (60th) day following the effective date of such
termination.


 


(ii)         Benefits
Continuation - continued coverage under the Company’s medical care and life insurance benefit plans in which the Executive
is participating at the time of termination, on the same terms as applicable to other executive employees of the Company from time
to time, over the same period with respect to which the Executive’s base salary is continued as provided in Section 9(b)(i)
hereof; provided, however, that the Company’s obligation to provide such coverages shall be terminated if the Executive obtains
substitute coverage from another employer of the Executive at any time during the continuation period; the Executive shall be obligated
to notify Company of any such substitute coverage and the date of commencement thereof promptly upon obtaining any such coverage.
The Executive shall be entitled, at the expiration of the period of benefits continuation under this Section 9(b)(ii), to elect
continued medical coverage upon timely election of COBRA continuation coverage, in accordance with Section 4980B of the Internal
Revenue Code of 1986, as amended (or any successor provision thereto) with the Company premiums paid at the same percentage as
prior to the Executive’s termination; provided that, if COBRA continuation coverage is otherwise earlier terminated under
applicable law, then, in lieu of coverage, the Company will pay its share of the monthly Company premium in effect prior to the
termination of COBRA continuation coverage directly to the Executive each month for the remainder of the relevant period. Any amounts
paid by the Company on Executive’s behalf under this Section 9(b)(ii) to continue the Executive’s medical care and
life insurance benefits shall be recorded as additional income pursuant to Section 6041 of the 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 the Executive and which are vested immediately
prior to termination of employment shall become exercisable 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 the Executive’s employment within six months following a
Change of Control the Executive shall be entitled to the following severance pay and benefits:


 


(i)          Severance
Pay -Severance payments in the form of continuation as the Executive’s base salary as in effect immediately prior to
such termination for a period of 24 months commencing on the sixtieth (60th) day following the effective date of termination.


 


(ii)         Benefits
Continuation - continued coverage under the company’s medical care and life insurance benefit plans in which the Executive
is participating at the time of termination, or the same terms as applicable to other executives of employees of the Company from
time to time over the same period with respect to which the Executive’s base


 




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salary is continued as
provided in Section 9(c)(i) hereof provided, however that the Company’s obligation to provide such coverages shall be terminated
if the Executive attains substitute coverage from another employer at any time during the continuation period. The Executive shall
be obligated to notify Company of any such substitute coverage and the date of commencement thereof promptly upon attaining any
such coverage; the Executive shall be entitled after the expiration of the period of benefit continuation under the Section 9(c)(ii).
Any amounts paid by the Company on Executive’s behalf under this Section 9(c)(ii) to continue the Executive’s medical
care and life insurance benefits shall be recorded as additional income pursuant to Section 6041 of the Code and shall not be entitled
to any tax qualified treatment.


 


(iii)        Stock
Options - all options to purchase shares of the Company’s common stock held by the Executive shall be vested and be exercisable
for a period of 18 months following the effective date of termination.


 


(iv)        Return
to London - the Company will reimburse Executive for out of pocket expenses reasonably incurred by the Executive, subject to
an aggregate cap of $15,000, in connection with the relocation of Executive’s family and household goods from the New York-New
Jersey metropolitan area to London, provided, however, that (i) the Executive actually relocates his family and household goods
within one year following the date the termination of his employment becomes effective; and (ii) all such expenses are reimbursed
on or before the last day of the second taxable year following the year in which the Executive’s employment terminated.


 


(v)         280G
Excise Tax - it is the intention of Executive and the Company that no payments made or benefits provided by the Company to
or for the benefit of Executive under this Agreement or any other agreement or plan pursuant to which Executive is entitled to
receive payments or benefits shall be subject to the excise tax imposed on the Executive by Section 4999 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 Agreement would result in a payment to Executive that
would trigger any 280G Excise Tax, if appropriate and permissible, the Company shall first submit to its stockholders for approval
the transaction that may result in the imposition of the 280G Excise Tax upon Executive in accordance with the regulations of the
Internal Revenue Code governing shareholder approval of transactions giving rise to 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 the 280G Excise Tax or any corresponding provisions of state or local tax laws
as a result of payment to Executive, or any interest or penalties are incurred by Executive with respect to 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 any interest 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 the payments. The Company
shall


 




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make any Gross-Up Payment
due to the Executive no later than the end of the tax year following the tax year in which the Executive pays the Excise Tax to
the applicable government taxing authority.


 


(d)          Termination
Upon Disability or Death.    In the event of termination of the Executive’s employment hereunder on account of the Executive’s
“Disability” or death, the Executive or the Executive’s heirs, estate or personal representatives under law,
as applicable, shall be entitled to the following severance pay and benefits:


 


(i)          Severance
Pay - severance payments in the form of continuation of the Executive’s base salary as in effect immediately prior to
such termination for a period of 12 months commencing on the sixtieth (60th) day following the effective date of the
termination, reduced by any amounts paid to the Executive in the time period following the First Date of Disability and until the
date of termination, and any payments received from any short-term or long-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 and for a period of 12 months following the effective date of termination of employment
by reason of Disability; and


 


(iii)        Stock
Options - all options to purchase shares of the Company’s common stock held by the Executive which are exercisable immediately
prior to termination of employment shall remain exercisable 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 employment hereunder for any reason other than those specified
in subsections (b) through (d) of this Section 9, the Executive shall not be entitled to any severance pay, benefits continuation
or stock option rights contemplated by the foregoing provisions of this Section 9, except as otherwise provided in the applicable
benefit plans of the Company that cover the Executive.


 


(f)          Accrued
Rights.    Notwithstanding the foregoing provisions of this Section 9, in the event of termination of the Executive’s employment
hereunder for any reason, the Executive shall be entitled to payment of any unpaid portion of his base salary, computed on a pro-rata
basis through the effective date of termination, and payment of any accrued but unpaid rights in accordance with the terms of any
incentive bonus or employee benefit plan or program of the Company.


 


(g)          Conditions
to Severance Benefits.    (i) As conditions of the Executive’s entitlement and continued entitlement to the severance payments
and benefits provided by this Section 9, the Executive is required to (i) honor in accordance with their terms the provisions of
Sections 10, 11 and 12 hereof and (ii) execute and honor the terms of a waiver and release of claims against the Company substantially
in the form attached hereto as Exhibit A (and as may be modified consistent with the purposes of such waiver and release to reflect
changes in law following the date hereof), which must be effective and irrevocable


 




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prior to the sixtieth
(60th) day following the effective date of the termination of the Executive’s employment. The parties hereto agree
that the Executive is under no affirmative obligation to seek to 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 to honor the provisions of Sections 10, 11 or 12 hereof only
upon the passing of a resolution by a majority of the Board making such a determination following notice of the alleged failure
by Company to the Executive, an opportunity for the Executive to cure the alleged failure for a period of 30 days from the date
of such notice and the Executive’s opportunity to be heard on the issue 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 his termination of employment from the Company, his rights with respect to vesting
and exercisability of his then outstanding options shall continue under the same terms and conditions as if the Executive had not
terminated employment until such time as the Executive is no longer providing services to the Company as a non-executive member
of the Board. In addition, any option which is deemed to be an Incentive Stock Option pursuant to Section 422 of the Code, shall
become a Nonqualified Stock Option on the date that is three months after termination of Executive’s employment.


 


10.         Confidentiality.    The Executive agrees that he will not at any time during the term hereof or thereafter for any reason, in any fashion, form or
manner, either directly or indirectly, divulge, disclose or communicate to any person, firm, corporation or other business entity,
in any manner whatsoever, any confidential information or trade secrets concerning the business of the Company (including the business
of any unit thereof), including, without limiting the generality of the foregoing, the names of any of its customers, the prices
at which it obtains or has obtained any products or services, the techniques, methods or systems of its operation or management,
any customer proposals or other business opportunities, any information regarding its financial matters, or any other material
information concerning the business of the Company, its manner of operation, its plans or other material data. The provisions of
this paragraph shall not apply to (i) information disclosed in the performance of the Executive’s duties to the Company based
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 in the ordinary course of the Company’s business, in order to further
such business, provided the recipient of such information agrees to be subject to a confidentiality obligation at least comparable
to that herein; (iv) information or knowledge lawfully received by the Executive from a third party who, based upon due inquiry
by the Executive, is not bound by a confidential relationship to the Company; or (v) information disclosed under a requirement
of law or as directed by applicable legal authority having jurisdiction over the Executive.


 


11.          Inventions.    (i)  To the extent that any of the Company’s current or future products or services relate to, embody or incorporate concepts,
technology or products of any kind relevant to the Company or its subsidiaries or affiliates that the Executive directly or


 




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indirectly conceived
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, at the
Company’s expense, to secure for the Company the benefits of the Executive’s ownership or rights, if any, to use all
such Prior Technology.


 


(ii)  The Executive
is hereby retained in a capacity such that the Executive’s responsibilities include 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 and inventions made or conceived by the Executive alone or jointly with others which relate to the business of the
Company. This assignment shall include (a) the right to file and prosecute patent applications on such inventions in any and all
countries, (b) the patent applications filed and patents issuing thereon, and (c) the right to obtain copyright, trademark or trade
name protection for any such work product. The Executive shall promptly and fully disclose all such contributions and 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 contributions and inventions will be the property of the Company, whether or not patented
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 (as determined 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 the Employment 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 not unreasonably
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” shall mean
any business involved in the research, development, or sale of anticancer targeted therapeutics that are nucleoside analogues,
CDK inhibitors or Aurora/VEGFR2 inhibitors and/or medicines for the treatment of radiation dermatitis or xerostomia or any other
business in which the Company has been engaged up to and until the relevant time (as determined by the Board of Directors); provided
that, this provision shall in no way prevent the Executive, after the end of the Employment Period, from being employed as a consultant.


 


(ii)  Notwithstanding
the provisions of clause (i) above or any other provision of this Agreement to the contrary, the Executive shall not be prohibited
during the period applicable under clause (i) above from acting as a passive investor where (a) in the case of a Competitive 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 approved by 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


 




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provisions of this Section 12 if in good
faith he is unaware that an entity in which he has an investment interest would be treated as a Competitive Business and, upon
becoming aware of such involvement, the Executive makes reasonable efforts to divest himself of his interest in such business;
(b) in the case of any employer or entity other than a Competitive Business that is engaged in, or whose affiliates are engaged
in, the development or marketing of products or technologies that are directly or indirectly competitive with any product or technology
that is developed or marketed or proposed to be developed or marketed by Company during the Employment Period, the Executive owns
not more than five percent (5%) of the issued and outstanding capital stock; or (c) receiving stock, options or warrants 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 of Sections 10, 11 or 12 hereof will result in immediate
and irreparable injury and harm to the innocent party, who shall have, in addition to any and all remedies of law and other consequences
under this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of the
obligations hereunder.


 


14.          Non-Disparagement.
  The Executive agrees that he will not, whether during his provision 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, either professionally
or personally, the Company or any of its affiliates, past and present, and each of them, as well as its and their trustees, directors,
officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns, and successors, past and present, and
each of them.


 


15.          Notices.  Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and, if mailed, sent by registered
mail, postage prepaid, to the party named at the address set forth below, or at such other address as each party may hereafter
designate 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 07922


 


Any such notices shall be deemed to have
been delivered when served personally in the manner specified above.


 




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16.          Dispute
Resolution.    The parties shall waive trial by jury in any dispute between them.


 


17.          Entire
Agreement.


 


(a)           Change,
Modification, Waiver.    No change or modification of 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 by the party
against whom the waiver is sought to be enforced. The failure of a party to insist upon strict performance of any provision of
this Agreement in any one or more instances shall not be construed as a waiver or relinquishment of the right to insist upon strict
compliance with such provision in the future.


 


(b)           Integration
of All Agreements.    This Agreement constitutes the entire Agreement between the parties and is intended to be an integration
of all agreements between the parties with respect to the Executive’s service with Company. Except as provided in Section
8 hereof concerning the Indemnification Agreement, any and all prior agreements between the Executive and the Company with 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 be declared void or invalid, such declaration shall
not affect the validity of the rest of this Agreement, which shall remain in force as if executed with the void or invalid provision
eliminated.


 


18.          Binding
Effect.    This Agreement shall be binding upon all parties hereto and their heirs, successors and assigns. This Agreement
shall be assignable by Company to any entity acquiring all or substantially all of the assets of the Company.


 


19.          Governing
Law.    This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.


 


20.          Miscellaneous.


 


(a)           Form.
    As employed in this Agreement, the singular form shall include, if appropriate, the plural.


 


(b)           Headings.
    The headings employed in this Agreement are solely for the convenience and reference of the parties and are not intended to be
descriptive of the entire contents of any paragraph and shall not limit or otherwise affect any of terms, provisions, or construction
thereof.


 


21.          Compliance
with Section 409A of the Code.


 


(a)       
   To the extent any of the benefits payable under Section 9(b), (c) or (d) of this Agreement constitute
non-qualified deferred compensation subject to Section 409A of the Code, the following provisions shall apply:


 




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(i)          Any
termination of employment triggering payment of such benefits must constitute a “separation from service” under Section
409A of the Code before distribution of such benefits can commence. For purposes of clarification, this paragraph shall not cause
any forfeiture of benefits on the part of the 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 Code and regulations and other
guidance issued thereunder) on the date his separation from service becomes effective, any benefits payable under Section 9 that
constitute non-qualified deferred compensation subject to Section 409A of the Code shall be delayed until the earlier of (A) the
business day following the six-month anniversary of the date his separation from service becomes effective, and (B) the date of
the Employee’s death, but only to the extent necessary to avoid the imposition of accelerated or increased income taxes,
excise taxes or other penalties under Section 409A of the Code. On the earlier of (A) the business day following the six-month
anniversary of the date his separation from service becomes effective, and (B) the Executive’s death, the Company shall pay
the Executive in a lump sum the aggregate value of the non-qualified deferred compensation that the Company otherwise would have
paid the Executive prior to that date under Section 9 of this Agreement.


 


(iii)        It
is intended that each installment of the payments and benefits provided under Section 9 this
Agreement shall be treated as a separate “payment” for purposes of Section 409A of the Code. In particular, if the
installment severance payments set forth in Sections 9(b)(i), 9(c)(i) and 9(d)(i) of this Agreement otherwise qualify under Treas.
Reg. §1.409A-1(b)(9)(iii) as an involuntary separation plan, the installment severance payments shall be divided into two
portions. That number of installments commencing on the first payment date set forth in Sections 9(b)(i), 9(c)(i) and 9(d)(i) of
this Agreement that are in the aggregate less than two times the applicable compensation limit under Section 401(a)(17) of the
Code for the year in which the termination of the Executive’s employment occurs (provided the termination of the Executive’s
employment is also a “separation from service”) shall be payable in accordance with Treas. Reg. §1.409A-1(b)(9)(iii)
as an involuntary separation plan. The remainder of the installments shall be paid in accordance with Sections 21(a)(i) and (ii)
above.


 


(iv)        Neither
the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the
extent specifically permitted or required by Section 409A of the Code.


 


(b)          Notwithstanding
any other provision of this Agreement to the contrary, if any term in the Agreement is ambiguous, such term or terms shall be interpreted
in a manner that avoids the inclusion of compensation in income under Section 409A(a)(1) of the Code. For purposes of clarification,
this Section 20 shall be a rule of construction and interpretation and nothing in this 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/ Paul McBarron	 





	 	 	Name:  	Paul McBarron	 
	 	 	Title:  	Executive Vice President,

Finance & Administration	 



 





	 	Spiro Rombotis	 	 
	 		 	 
	 	/s/ Spiro Rombotis	 	 







  




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EXHIBIT A


 


1.          Your
Release of Claims.     You hereby agree and acknowledge that by signing this Agreement, and for other good and valuable consideration,
you are waiving your right to assert any and all forms of legal claims against the Company1/
of any kind whatsoever, whether known 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 to bar 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, equitable relief (whether declaratory, injunctive or otherwise), the recovery of any damages,
or any other form of monetary recovery whatsoever (including, without limitation, back pay, front pay, compensatory damages, emotional
distress damages, punitive damages, attorneys fees and any other costs) against the Company, for any alleged action, inaction or
circumstance existing or arising through the Execution Date.


 


Without limiting the
foregoing general waiver and release, you specifically waive and release the Company from any Claim arising from or related to
your prior employment relationship with the Company or the termination thereof, including, without limitation:


 


		**	Claims under any state or federal discrimination, fair employment practices or other employment
related statute, regulation or executive order (as they may have been amended through the Execution Date) prohibiting discrimination
or harassment based upon any 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 Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans
With Disabilities Act and any similar Federal and state statute.



 


		**	Claims under any other state or federal employment related statute, regulation or executive order
(as they may have been amended through the Execution Date) relating to wages, hours or any other terms and conditions of employment.



 


		**	Claims under any state or federal common law theory including, without limitation, wrongful discharge,
breach of express or implied contract, promissory estoppel, 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.



 





 






1/            For
purposes of this Agreement, the Company includes the Company and any of its divisions, affiliates (which means all persons
and entities directly or indirectly controlling, controlled by or under common control with the Company), subsidiaries and
all other related entities, and its and their directors, officers, employees, trustees, agents, successors and assigns.


 




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		**	Any other Claim arising under state or federal law.



 


Notwithstanding the
foregoing, nothing contained in this Release constitutes a waiver of any Claims you may have against the Company arising from or
related to the Indemnification Agreement and By-laws provisions referenced in Section 8 of the Employment Agreement, dated January
1, 2014, entered into between you and the Company.


 


You acknowledge and
agree that, but for providing this waiver and release, you would not be receiving 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 provisions and effects of this Agreement. To that end, you have
been encouraged and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement.
Also, because you are over the age of 40 and consistent with the provisions of the Age Discrimination in Employment Act (“ADEA”),
which prohibits discrimination on the basis of age, the Company is providing you with twenty-one (21) days in which to consider
and accept the terms of this Agreement by 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 this Agreement, you deliver by hand or send by mail (certified,
return receipt and postmarked within such 7 day period) a notice of rescission to me at the Company. The eighth day following your
signing of this Agreement is the Effective Date.


 


Also, consistent with
the provisions of Federal and state discrimination laws, nothing in this release shall be deemed to prohibit you from challenging
the validity of this release under such discrimination laws (the “ Discrimination Laws”) or from filing a charge or
complaint of age or other employment related discrimination with the Equal Employment Opportunity Commission (“EEOC”)
or state equivalent, or from participating in any investigation or proceeding conducted by the EEOC or state equivalent. Further,
nothing in this release or Agreement shall be deemed to limit the Company’s right to seek immediate dismissal of such charge
or complaint on the basis that your signing of this Agreement constitutes a full release of any individual rights under the Discrimination
Laws, or to seek restitution to the extent permitted by law of the economic benefits provided to you under this Agreement in the
event that you successfully challenge the validity of this release and prevail in any claim under the Discrimination Laws.


 


	 	By:    	 	 
	 	 	Spiro Rombotis	 


 


	 	Date signed:   	 	 


 




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