EXHIBIT 27
COPY FOR YOUR
INFORMATION
PRIVATE AND
CONFIDENTIAL
[LETTERHEAD OF OXFORD GLYCOSYSTEMS]
16th October 1995
G Kirk Raab
999 Mountain Home Road
Woodside
CA 94062
USA
Dear Kirk
I am pleased to offer you the position of Chairman of the Board of Directors of
Oxford GlycoSystems Group Plc. In considering the appointment, the board was
unanimous and looks forward to your positive reply. I personally look forward to
the opportunity of working with you to build OGS and fulfil the potential which
we all feel is ready for release. We see some of the major areas for your
contribution to be with the constitution of the Board of Directors, the
development of a revised strategy and the articulation of it and helping OGS's
Financing needs particularly preparing The Company for an IPO in next 24 months.
We appreciate the need to balance the circumstances of the travel requirements
with the desire to provide ample time and means for you to work with OGS in the
capacity as Chairman. To this end, we would suggest that 3 to 5 trips to the UK
per year would be complimented by at least 3 to 5 meetings in the US (including
a mix of board meetings and meetings with management). There are currently five
board meetings per year. It may be possible from time to time to hold a board
meeting in the US if this would help reduce the inconvenience of travel.
The remuneration parameters of the offered position are designed to provide
substantial participation in the anticipated value creation at OGS over the next
couple of years. Thus, the equity involvement (through share options) is seen as
a significant portion of the total package. The package is as follows:
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OGS Chairman Offer Letter (Cont'd) 16th October 1995
Remuneration Parameters for the position of Chairman of the Board of Oxford
GlycoSystems:
600,000 Share options (at 50 pence* exercise price, the most recent
share price, October 1995). There are approximately 25.6
million shares outstanding/29.9 million fully diluted. These
options have a 4 year vesting period, vesting quarterly in
16 instalments of 6.25% of the total based on continuance in
the position. Share options as per the 1994 OGS Share Option
Scheme.
$12,500 Per month board fee. Average 4 days per month minimum.
Expenses Travel expenses reimbursed (guideline of $4,000 per US-UK
trip)--based on business class air travel and local business
hotel arrangements--paid against submitted receipts--to be
pro-rata reduced should trips be for additional non-OGS
purposes (4-night stay-over assumed). Other travel expenses
to be reimbursed as appropriate.
$6,000 Annual operational, administrative or secretarial, postage
and communication expense allocation, paid monthly in
arrears.
Spouse Travel Once per year OGS will reimburse travel to the UK with local
hotel expenses for spouse accompaniment (on the above travel
expense guidelines and calculations/assumption basis) on
your trip to Oxford, plus 2 nights in London in
normal/modest business class accommodation.
Notice Period 6 months minimum, either party, payment in lieu of notice
period at Company option in cases of termination at board
discretion with continued vesting for the notice period. If
termination at Chairman's discretion then vesting will stop
with immediate effect. In the case of blatant disregard for
the necessary time commitment to fulfil the role of the
Chairman then there will be, at the Company's option,
termination with immediate effect with no further vesting.
Administration The Compensation Committee will review and administer these
remuneration matters as well as other matters associated
with the Chairman's agreement with the company (except those
matters referred directly to the board). The CEO (member of
the Compensation Committee) and CFO act to facilitate the
Compensation Committee.
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* approximate 1995 exchange rate 1.55(pound)/$
OGS Chairman Offer Letter (Cont'd) 16th October 1995
I hope that this offer and opportunity represent an extremely attractive
opportunity for you. Speaking for the Executive Committee, Board and Employees
of OGS, we believe that this partnership will be rewarding and stimulating. In
particular we look forward to working together with you and shaping a highly
successful enterprise which will positively and significantly impact the modern
health and sciences industry.
We hope that the additional attraction of OGS's proximity to and relationship
with the University of Oxford will provide you with an additional dimension of
experience and enjoyment. I look forward to meeting your wife and the rest of
your family. I hope she will be able to accompany you on a trip to England in
the next few months. My wife and I have enjoyed our experiences in Europe and
the contrasts to our previous home on the mid-Peninsula (White's Wine Cellar of
Oxford vs Robert's of Woodside and Stanford Shopping Center vs Bond Street in
London, to name just two).
This offer is meant to be complete, but I would of course be pleased to clarify
or discuss any item. The offer has the support of the board and is open to
acceptance until the end of October. I hope we will be able to confirm your
acceptance shortly and begin a mutually rewarding partnership. You may indicate
your acceptance of this offer by signing and returning the enclosed copy of the
letter.
Sincerely
/s/ Dale R. Pfost
Dale Pfost
President and Chief Executive Officer, Managing Director
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Acceptance Signature Date
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