NUCRYST PHARMACEUTICALS
CORP.
DIRECTOR RESTRICTED STOCK UNIT
AWARD AGREEMENT
GRANT of Restricted Stock Units made effective as of
(the “Grant Date”)
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TO:
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(the “Participant” or
“Director”)
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BY:
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NUCRYST Pharmaceuticals Corp. (the
“Company”)
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WHEREAS, on
December 21, 2005, the Board of Directors of the Company (the
“Board”) approved and adopted the Company’s 1998
Equity Incentive Plan (as amended) (the “Plan”) and the
Plan was subsequently approved by the Toronto Stock Exchange;
and
WHEREAS, pursuant
to the Plan, awards of Restricted Stock Units may be granted to
persons including members of the Board; and
WHEREAS, by
resolution of the Board made on
, the Board granted the Restricted Stock Unit award provided for
herein to the Director, such grant to be effective the Grant Date
and subject to the terms set forth herein;
NOW THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
The grant by
the Company to the Participant of Restricted Stock Units by this
Agreement is made pursuant to the terms and conditions of the Plan.
This Agreement and the terms and conditions of the grant of
Restricted Stock Units are subject in all respects to the terms and
conditions of the Plan, which is made a part of this Agreement. The
Participant, by acceptance of this Agreement, agrees to be bound by
the Plan (and any regulations that may be established under the
Plan) and acknowledges receipt of a copy of the Plan and this
Agreement. Terms that are defined in the Plan and not otherwise
defined in this Agreement shall have the same meaning when used in
this Agreement as in the Plan.
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2.
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Grant of Restricted Stock
Units
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The Company
hereby grants to the Director, effective as of the Grant Date,
3,000 Restricted Stock Units (defined in the Plan and this
Agreement as “Restricted Stock Units” or individually
as a “Restricted Stock Unit”), subject to the terms and
conditions of this Agreement and the Plan.
Unless
otherwise set forth in this Agreement, the interest of the Director
in the Restricted Stock Units shall vest as to 50% of the
Restricted Stock Units on the first anniversary of the Grant Date
and as to the remaining 50% of the Restricted Stock Units on the
second anniversary of the Grant Date. If the date for vesting and
settlement of the Restricted Stock Units occurs during a Blackout
Period, the Company shall make such settlement of the Restricted
Stock Units within ten Non-Blackout Trading Days following the end
of such Blackout Period.
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(a)
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No
portion of the Restricted Stock Units or rights granted hereunder
may be sold, exchanged, transferred, assigned, pledged,
hypothecated, or otherwise encumbered or disposed of by the
Director, whether voluntarily, involuntarily or by operation of law
(collectively, “Prohibited Dispositions”) until such
portion of the Restricted Stock Units becomes vested and are paid
out in accordance with Section 6 of this Agreement.
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(b)
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If
the Participant ceases to serve as a Director for any reason
whatsoever before all of the Restricted Stock Units have vested in
accordance with Section 3, then the vesting of all Restricted
Stock Units shall stop immediately upon the Termination Date, and
the balance of the Restricted Stock Units subject to the provisions
of this Agreement which have not vested as of the Termination Date
shall be forfeited automatically without further notice to the
Director and no compensation shall be paid therefore.
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Notwithstanding
the vesting provisions contained section 3, in the event that a
Change of Control of the Company or an Elimination of the Public
Float occurs the Restricted Stock Units shall immediately become
fully vested.
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(a)
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Whenever used in this Agreement, the
following terms shall have the meanings set forth below:
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(i)
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“Change of Control of the
Company” means the occurrence of a transaction or series of
transactions, either alone or in combination with any other events
or transactions, as a result of which:
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(ii)
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any
Person (other than the Director or any of his Associates or
Westaim) acquires or becomes the beneficial owner of, or a
combination of Persons (not including the Director or any of his
Associates or Westaim) acting jointly or in concert acquires or
becomes the beneficial owner of, directly or indirectly, more than
50% of the voting securities of the Company, whether through the
acquisition of previously issued and outstanding voting securities,
or of voting securities that have not been previously issued, or
any combination thereof, or any other transaction having a similar
effect;
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(iii)
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the
shareholders of the Company approve: (1) any plan or proposal
for the liquidation or dissolution of the Company; or (2) the
sale, lease, exchange, disposition or other transfer of all or
substantially all of the assets of the Company;
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(iv)
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50%
or more of the issued and outstanding voting securi
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