exv10w4



 






Exhibit 10.4




May 19, 2006




Personal & Confidential




Katherine J. Turner, Ph.D.

4 Hazelnut Street

Acton, MA 01720




Re: Offer of Employment




Dear Dr. Turner,



I am pleased to offer you a position with NUCRYST Pharmaceuticals Inc., on the following terms and
conditions:




	 	 	 
	Employer:

	 	NUCRYST Pharmaceuticals Inc. (“NUCRYST” or the “Company”)
	 
	 	 
	Position:

	 	Vice President, Research
	 
	 	 
	Reporting To:

	 	Paul J. Schechter, MD, PhD.
	 

	 	Vice President, Drug Development and Regulatory Affairs,
	 

	 	Chief Medical Officer
	 
	 	 
	Start Date:

	 	June 1, 2006 or as mutually agreed
	 
	 	 
	Base Salary:

	 	U.S. $190,000 annum, payable in arrears in equal semi-monthly installments.
	 
	 	 
	Variable Pay:

	 	An annual bonus (prorated for any partial year) based on the Company’s variable pay program, utilizing the
	 

	 	following percentages of base salary:
	 
	 	 
	 

	 	      Threshold      20%
	 
	 	 
	 

	 	      Target      30%
	 
	 	 
	 

	 	      Stretch      40%






 









 






	 	 	 
	May 19, 2006
	 	 
	Page 2 of 3
	 	 
	 
	 	 
	Long Term 

Incentives:

	 	You will participate in the NUCRYST Pharmaceuticals Corp. 1998 Equity Incentive Plan, as amended, (“Plan”)
whereby you will be granted 25,000 stock options, the number and timing of which will be subject to NUCRYST
Board approval. Your options will have an exercise price equal to the trading price of NUCRYST shares on the
NASDAQ on the day prior to the date upon which Board approval of your options is granted. You will have no
rights under the options unless or until you have executed an Option Award Agreement which will be provided
to you following the required Board approval.
	 
	 	 
	Confidentiality &

Non-Compete:

	 	As a condition of your employment and prior to commencing employment, you will be required to sign the
Company’s standard Employee Confidentiality Agreement, in the form attached to this letter, relating to
confidentiality of information and assignment of inventions and, in your case, containing a non-compete
covenant
	 
	 	 
	Code of

	 	As a condition of your employment, you will be required to sign an Conduct:acknowledgement of The Westaim
Corporation’s Corporate Policies relating to the principles of business conduct, prior to commencing
employment.
	 
	 	 
	Location:

	 	Wakefield, Massachusetts
	 
	 	 
	Benefits:

	 	NUCRYST will provide you with the opportunity to participate in a comprehensive Company sponsored benefit
plan which includes health, dental, life and disability insurance and a 401k plan (refer to the attached
document). Your participation in the Company benefit plan will be pursuant to the provisions of the benefit
plan, as it may be modified, amended or eliminated from time-to-time.
	 
	 	 
	Vacation:

	 	Four weeks annually, prorated from your start date.





This letter is not to be construed as an agreement, express or implied, to employ you for any
stated term; rather, your employment with the Company will be “at-will”, meaning that either you or
NUCRYST may terminate your employment at any time and for any reason. Nothing in this offer letter
should be construed to be a contract of employment or otherwise alter your at-will employment
status.




 









 










May 19, 2006

Page 3 of 3



This offer is open for acceptance until 5:00 p.m. (Eastern Standard Time) for five (5) days from
the receipt of this letter. Please confirm your acceptance of this offer by signing below and
forwarding to my attention.



Dr. Turner, we are very excited at the prospect of you joining NUCRYST and are confident that it
will be a great fit for both of us.




Sincerely,




/s/ Paul J. Schechter

Paul J.Schechter, MD, PhD.

Vice President, Drug Development and Regulatory Affairs,

Chief Medical Officer




Accepted
this 23 day of May 2006.




	 	 	 
	/s/Katherine J. Turner
	 	 
	 

NAME