GLFD Guilford Pharmaceuticals (MM)

Guilford Pharmaceuticals Announces Equity Compensation Arrangement With Dean J. Mitchell Pursuant to NASDAQ Rules BALTIMORE, Nov. 17 /PRNewswire-FirstCall/ -- Pursuant to applicable NASDAQ rules, Guilford Pharmaceuticals Inc. (NASDAQ:GLFD) today provided the material terms of the equity compensation arrangement with Dean J. Mitchell, the Company's new President and Chief Executive Officer, effective December 1, 2004. NASDAQ Rule 4350 requires an issuer to disclose in a press release the material terms of a grant of securities made to officers, directors, employees or consultants, which were made as an inducement material to the person's employment with the Company if the grant was made without the approval of the issuer's shareholders. As a part of the equity compensation arrangements for Mr. Mitchell, the Company has granted, or provided for the future grant to Mr. Mitchell of the following options, shares of restricted stock and restricted stock units outside any existing Company shareholder approved equity compensation plan: (a) 500,000 shares of restricted stock (250,000 shares vesting one year from the commencement of Mr. Mitchell's employment, and 250,000 shares vesting seven years from the commencement of Mr. Mitchell's employment subject to earlier vesting if performance goals not yet established are achieved in 2007, 2008 and 2009); (b) options to purchase 1,000,000 shares of the Company's common stock, having an exercise price equal to the closing price of the Company's common stock on the day prior to the day that Mr. Mitchell commences employment with the Company; (c) options to purchase 250,000 shares of the Company's common stock, to be granted to Mr. Mitchell in February 2006 at an exercise price equal to the closing price on the day prior to that grant date; (d) options to purchase 250,000 shares of the Company's common stock to be granted to Mr. Mitchell in February 2007 at an exercise price equal to the closing price on the day prior to that grant date; and (e) a restricted stock unit providing for the issuance of up to 100,000 shares of the Company's common stock on February 12, 2011 (or such lesser number of shares as has a then-market value of $1 million). The stock options granted and to be granted to Mr. Mitchell will vest 25% on the first anniversary of the grant, and thereafter in equal monthly installments over the subsequent 36 months. All vesting of options and restricted stock accelerates in the event of a change of control of the Company or Mr. Mitchell's death or disability. Additionally, upon joining the Company, Mr. Mitchell will be issued a grant of 50,000 shares of the Company's common stock under the Company's shareholder approved equity compensation plan. About Guilford Guilford Pharmaceuticals Inc. is a pharmaceutical company engaged in the research, development and commercialization of proprietary drugs that target the hospital and neurology markets. Presently, Guilford markets two commercial products, GLIADEL(R) Wafer (polifeprosan 20 with carmustine implant), for the treatment of brain cancer, and AGGRASTAT(R) Injection (tirofiban hydrochloride), a glycoprotein GP IIb/IIIa receptor antagonist for the treatment of acute coronary syndrome (ACS). Guilford's product pipeline includes a novel anesthetic, AQUAVAN(R) Injection, and drugs for treating Parkinson's disease and peripheral nerve injury. For additional prescribing information about GLIADEL(R) and AGGRASTAT(R) please see http://www.guilfordpharm.com/, under Products / Marketed Products. Contact: Guilford Pharmaceuticals Inc. / Stacey Jurchison 410.631.5022 DATASOURCE: Guilford Pharmaceuticals Inc. CONTACT: Stacey Jurchison, Guilford Pharmaceuticals, +1-410-631-5022 Web site: http://www.guilfordpharm.com/ Company News On-Call: http://www.prnewswire.com/comp/112882.html

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