exv10w12



 








Exhibit 10.12




NUCRYST PHARMACEUTICALS CORP.




RESTRICTED STOCK UNIT AWARD AGREEMENT



GRANT of Restricted Stock Units 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 Restricted Stock
Unit award provided for herein to the Participant, 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:




	1.	 	Equity Incentive Plan




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.





	2.	 	Grant of Restricted Stock Units




The Company hereby grants to the Participant, effective as of the Grant Date, #### 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.





	3.	 	Vesting




Unless otherwise set forth in this Agreement, the Restricted Stock Units shall vest:





	 	(a)	 	as to one third (1/3) on the first anniversary of the Grant Date;
	 
	 	(b)	 	as to one third (1/3) on the second anniversary of the Grant Date; and
	 
	 	(c)	 	as to one third (1/3) on the third anniversary of the Grant Date.






	4.	 	Restrictions






	 	(a)	 	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 Participant, 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.




 









 












	 	(b)	 	If the Participant ceases to be employed by the Company 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 Participant and no compensation
shall be paid therefore.






	5.	 	Issuance of Common Shares




As soon as reasonably practicable after Restricted Stock Units become vested as described in
Section 3, the Company shall register the name of the Participant as the owner of the Common Shares
with respect to which the vested Restricted Stock Units relate and subject to applicable
withholding of taxes, deliver one or more unlegended stock certificates in respect of the
Restricted Stock Units to the Participant. Notwithstanding any other provision of this Agreement,
all amounts payable to, or in respect of, the Participant in respect of Restricted Stock Units
shall be paid within three (3) years following the end of the year in which the Restricted Stock
Units were granted.





	6.	 	Rights as a Stockholder — Dividends




The Participant shall not have any rights or be entitled to exercise any voting rights, receive
dividends, or have or be entitled to any other rights as a shareholder in respect of any Restricted
Stock Units, other than the right to receive such Common Shares upon the vesting of the Restricted
Stock Units.





	7.	 	Distributions and Adjustments




If there is any change in the number or character of the Common Shares (through merger,
consolidation, reorganization, recapitalization, stock split, stock dividend, or otherwise), prior
to the vesting of the Restricted Stock Units, the Participant shall receive such number and type of
securities or other consideration on the same basis and at the same time as other shareholders,
provided that such securities or other consideration shall be subject to the same vesting
provisions, if any, as the Restricted Stock Units to which such securities or other consideration
relate.





	8.	 	Beneficiary




The Participant may file with the Company a written designation of a beneficiary on such form as
may be prescribed by the Company and may, from time to time, amend or revoke such designation. If
no designated beneficiary survives the Participant, the executor or administrator of the
Participant’s estate shall be deemed to be the Participant’s beneficiary.





	9.	 	General Matters






	 	(a)	 	Restricted Stock Units are not transferable or assignable
	 
	 	(b)	 	This Agreement is not an employment contract and nothing in this Agreement
shall be deemed to create in any way whatsoever any obligation on the Participant’s
part to continue to work for the Company (or any subsidiary of the Company), or of the
Company (or any subsidiary of the Company) to continue to employ the Participant.
	 
	 	(c)	 	This Agreement and the Plan constitute the entire agreement between the parties
relating to the grant of Restricted Stock Units to the Participant herein and
supersedes all prior communications, representations and negotiations in respect
thereto provided that, for greater certainty, in the event of any inconsistencies as
between this Agreement and the Plan, such matters shall be governed by the terms and
provisions of the Plan.
	 
	 	(d)	 	For the grant of the Restricted Stock Units to be effective, this Agreement
must be executed by the Participant and returned to the Company.




 









 












	 	(e)	 	The Participant acknowledges that the Company may be required to disclose to
the securities regulatory authorities, the Exchange or other regulatory authorities
duly authorized to make such request, the name, address and telephone number of the
Participant, the number of Restricted Stock Units granted, and if required by
applicable securities legislation, regulations, rules, policies or orders or by any
securities commission, the Exchange or other regulatory authority, it will, in a timely
manner, execute, deliver, file and otherwise assist the company in filing, such
reports, undertakings, and other documents with respect to the Restricted Stock Units
as may be required or requested by the Company to enable the Company to comply with
applicable securities legislation, regulations, rules, policies or orders or the
requirements of any securities commission or other regulatory authority or the
Exchange.
	 
	 	(f)	 	Time shall be of the essence of this Agreement.
	 
	 	(g)	 	This Agreement shall be governed by the laws of the Province of Alberta. The
parties agree that any disputes under this Agreement shall be resolved by the courts of
Alberta and each of the parties irrevocably attorn to the non-exclusive jurisdiction
thereof with respect to all such matters and the transactions contemplated herein.
	 
	 	(h)	 	The Participant acknowledges that neither the Plan or this Agreement restricts
the Company’s ability to conduct its business (including, but not limited to, such
decisions as transactions with related parties, new product development efforts,
cancellation of existing products, mergers and acquisitions, or corporate dissolution)
regardless of the effect those decisions may have on the value of Restricted Stock
Units.




The Company and the Participant have executed this Agreement on the ~ day of ~, 2007, to be
effective on the Grant Date.




NUCRYST PHARMACEUTICALS CORP.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	#######
	 	Participant