NUCRYST PHARMACEUTICALS
CORP.
STOCK OPTION AWARD
AGREEMENT
GRANT of Options made effective as of (the
“Grant Date”)
|
TO:
|
|
(the
“Participant”)
|
|
|
|
|
|
BY:
|
|
NUCRYST Pharmaceuticals Corp. (the
“Company”)
|
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, by
resolution of the Board made on
, the Board granted the Options provided for herein to the
Participant in connection with the Participant’s services to
the Company, 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 Options 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 Options 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.
The Company
grants to the Participant, effective the date of this Agreement,
options (defined in the Plan and this Agreement as
“Options” or individually as an “Option”)
to purchase Common Shares of the Company (which Common Shares, when
purchased by the exercise of Options, are defined as
“Optioned Shares”), subject to the terms and conditions
of this Agreement and the Plan.
The exercise
price of each Option (which is defined in the Plan as the
“Option Price”) is $.
Unless earlier
terminated in accordance with the terms of the Plan or this
Agreement, the Options shall terminate on, and may not be exercised
in whole or in part after, 5:00 p.m. (Edmonton, Alberta, Canada
time) on
(the “Expiry Date”); provide, however, that where the
Expiry Date of the Options occurs during a Blackout Period or
within ten Non Blackout Trading Days following the end of a
Blackout Period, the Expiry Date shall be the date which is ten
Non-Blackout Trading Days following the end of such Blackout
Period.
Unless
otherwise set forth in this Agreement, the Options shall vest and
shall become exercisable:
|
|
(a)
|
|
as
to 1/3 shares on the first anniversary of the Grant Date until the
Expiry Date;
|
|
|
(b)
|
|
as
to 1/3 shares on the second anniversary of the Grant Date until the
Expiry Date; and
|
|
|
(c)
|
|
as
to 1/3 shares on the third anniversary of the Grant Date until the
Expiry Date.
|
Notwithstanding
the vesting provisions contained in Section 5 above, in the
event that a Change in Control of the Company or an Elimination of
the Public Float occurs prior to the Expiry Date, the Options shall
immediately become fully vested and exercisable as to all the
Optioned Shares.
Whenever used
in this Agreement, the following terms shall have the meanings set
forth below:
|
|
(a)
|
|
“Change in 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:
|
|
|
(i)
|
|
Any
Unrelated Person (other than the Participant or any of the
Participant’s Associates) acquires or becomes the beneficial
owner of, or a combination of Unrelated Persons (not including the
Participant or any of Participant’s Associates) 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, unless the acquisition
of such voting securities is approved by a majority of directors of
the Company in office immediately prior to such
acquisition;
|
|
|
(ii)
|
|
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;
|
|
|
(iii)
|
|
50%
or more of the issued and outstanding voting securities of the
Company become subject to a voting trust in which neither the
Participant nor any of Participant’s Associates nor Westaim
participates;
|
|
|
(iv)
|
|
a
majority of the directors of the Company are removed from office at
any annual or special meeting of shareholders, or a majority of the
directors of the Company resign from office over a period of
60 days or less, unless the vacancies created thereby are
either (1) filled by appointments made by the remaining
members of the Board of Directors of the Company, or (2) are filled
by nominees proposed by the Board of Directors, or Westaim; or (3)
the Board of Directors of the Company determines not to fill the
vacancies in connection with a reduction in the
|
|
