Guilford Pharmaceuticals Announces Equity Compensation Arrangement With Dean J. Mitchell Pursuant to NASDAQ Rules

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, [phone]



Web site:  http://www.guilfordpharm.com/ 



Company News On-Call:  http://www.prnewswire.com/comp/112882.html

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