exv10w47



 





Exhibit 10.47









PERSONAL & CONFIDENTIAL




January 15, 2008




Eliot M. Lurier

3 Whitridge Road

Natick, MA 01760




Dear Eliot:




Re: Revised Terms of Employment




This letter (“Letter Agreement”) sets out the amendments we are prepared to offer to make to the
terms of your employment with NUCRYST Pharmaceuticals Inc. and its subsidiaries (“NUCRYST”) that
were set forth in our Offer of Employment dated March 16, 2005 and accepted by you on March 17,
2005, as previously amended (the “Terms of Employment”). Accordingly, effective January 1, 2008, we
offer to amend the Terms of Employment as follows:



1.     Severance.   If your employment is terminated by NUCRYST for any reason other than
Cause, or your death or disability, severance will be paid to you in an amount equal to 6 months of
base salary, less applicable taxes and withholdings, payable in a lump sum within seven (7) days
following the date upon which you provide an executed irrevocable release of all claims against
NUCRYST and its subsidiaries in a form satisfactory to NUCRYST. For the purposes of this Letter
Agreement, “Cause” includes but is not limited to: a determination by the Chief Executive Officer
of NUCRYST (“CEO”), acting reasonably, that any of the following events has occurred: (i) any
willful and continued failure on your part to faithfully and professionally perform your duties
with NUCRYST; (ii) any material breach or violation by you of any policy, standard or regulation of
NUCRYST; (iii) any dishonest, unethical, fraudulent, or illegal conduct by you involving the
property or affairs or NUCRYST or the carrying out or your duties or any conduct which, in the
reasonable opinion of the CEO is injurious to NUCRYST or its affiliates or your ability to perform
your duties; or (iv) your conviction of a crime or if you enter a plea of “guilty” or “no contest”
to a criminal offense which, in the reasonable opinion of the CEO, is injurious to NUCRYST or its
affiliates or your ability to perform your duties; or (iv) any material breach by you of any other
written agreement between NUCRYST or any of its subsidiaries and you including, without limitation,
the confidentiality agreement you entered into with NUCRYST.



2.     Severability.   Should any term or provision of this Agreement be declared
illegal, invalid or unenforceable by any court of competent jurisdiction and if such provision
cannot be modified to be enforceable, such provision shall, as to such jurisdiction, immediately
become null and void, to the extent of such invalidity or unenforceability without rendering
invalid or unenforceable the remaining terms and provisions of this Letter Agreement or affecting
the validity or enforceability of any of the terms or provisions of this Letter Agreement in any
other jurisdiction. The language of all parts of this Agreement shall in all cases be construed as
a whole, according to its fair meaning, and not strictly for or against any of the parties.



3.     Enurement.   This Letter Agreement shall be binding upon and enure to the benefit
of your heirs, administrators, executors and legal representatives and shall be binding upon and
enure to the benefit of NUCRYST and its subsidiaries. You shall not assign any of your rights
and/or obligations under this Letter Agreement.



 









 





4.     Waiver.   A waiver by either party of any of the terms or conditions of this
Letter Agreement shall not be deemed or construed to be a waiver of such term or condition for the
future, or of any subsequent breach thereof.



5.     Entire Agreement.   Except as amended herein, all other Terms of Employment shall continue
in full force and effect including, without limitation, the employee confidentiality agreement
signed by you in favor of NUCRYST.



6.     Modification.   This Letter Agreement may not be amended, modified, changed or
discharged in any respect except as agreed in writing and signed by both parties.



7.     Governing Law.   This Letter Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts, without regard to choice of law
principles, except where federal law controls. This Agreement shall be enforced by the federal or
state courts located in the Commonwealth of Massachusetts. You consent to the personal jurisdiction
of such courts, and waive any jurisdiction or venue defenses otherwise available to you.



8.     Independent Legal Advice.   You declare and represent that you have carefully read and
fully understand the terms and provisions of this Letter Agreement, that you have been given the
opportunity to obtain independent legal advice about it by a lawyer of your own choosing, and that
you knowingly and voluntarily accept the terms of this Letter Agreement.



This Letter Agreement is not to be construed as an agreement, express or implied, to employ you for
any stated term; rather, your employment with NUCRYST will continue to 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 Agreement should be construed to be a contract of employment or otherwise alter your
at-will employment status.



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 the duplicate
copy of this Letter Agreement.



This Letter Agreement shall be considered properly executed by any party if executed and
transmitted by facsimile to the other party. Any party sending a facsimile transmission as herein
provided shall promptly forward an originally executed copy of the Letter Agreement by delivery to
the other party.



Sincerely,




	 	 	 	 	 
	NUCRYST Pharmaceuticals Inc.

 	 	 
	Per: /s/ Thomas E. Gardner
 	 	 
	Thomas E. Gardner 	 	 
	President & CEO
Chairman of the Board 	 	 
	 




The foregoing is hereby agreed to this 17th day of January, 2008.



	 	 	 	 	 
	 	 	 
	/s/ Eliot M. Lurier
 	 	 
	ELIOT M. LURIER 	 	 
	 	 	 



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