exv10w24



 






EXHIBIT 10.24




(NUCRYST LOGO)




March 14, 2002




PERSONAL & CONFIDENTIAL




Paul J. Schecter, M.D., Ph.D.

263 Dedham Street

Dover, MA 02030




OFFER OF EMPLOYMENT




Dear Paul,



I am pleased to offer you a position with NUCRYST Pharmaceuticals Inc., currently a subsidiary
company of The Westaim Corporation (“Westaim”), on the following terms and conditions:




	 	 	 
	Employer:

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

	 	Vice President, Drug Development
& Regulatory Affairs
 Chief Medical Officer
	 
	 	 
	Reporting To:

	 	Scott H. Gillis, President
	 
	 	 
	Start Date:

	 	As soon as possible, but no later than May 1, 2002.
	 
	 	 
	Base Salary:

	 	USD $210,000 per annum, payable in arrears in equal semi-monthly
installments.
	 
	 	 
	Variable Pay:

	 	An annual bonus based on the achievements of the divisions and corporate
goals, utilizing the following percentages of base annual earnings:
	 
	 	 
	 

	 	— Threshold 20%        — Target 35%        — Stretch 50%
	 
	 	 
	 

	 	For the first twelve months of your employment, your Variable Pay will be
paid out at a minimum of 15% of your base annual earnings from your date
of hire.
	 
	 	 
	Bonus:

	 	You are eligible to receive a one time only signing bonus in the amount of
USD $15,000 payable on the first pay period following the commencement of
your employment.
	 
	 	 
	Vacation:

	 	Regular vacation entitlement is 20 days per year with the vacation year
running from January 1st to December 31st.
	 
	 	 
	Benefits:

	 	NUCRYST will provide you with both a comprehensive company sponsored
benefit plan which includes health, dental, life and disability insurance
and a 401k plan (refer to the attached). You will also be eligible for the
Company’s Employee Stock Purchase Plan.






NUCRYST Pharmaceuticals Inc.



 



50 Audubon Road, Suite B, Wakefield, MA 01880 Telephone: 781-224-1444 Fax: 781-246-6002




 









 





(NUCRYST LOGO)




	 	 	 
	Long Term
	 	 
	Incentives:

	 	You will participate in the Westaim
Biomedical Corp. 1998 Equity
Incentive Plan, as amended (“Plan”)
whereby you will be granted 60,000
stock options. Your options will
have an exercise price equal to the
exercise price for options issued
under the Plan in effect on your
start date with NUCRYST. The 60,000
options will vest over a three-year
period, with one-third vesting on
each of the first, second and third
anniversaries of your commencement
date. The options will be
exercisable for 10 years after
issuance, provided that unvested
options will immediately terminate
upon termination of employment for
any reason. The options will be
issued under and governed by the
Plan and the Company’s standard
stock option agreement applicable to
subsidiary officers, which when
executed will supercede this section
of this offer letter.
	 
	 	 
	Confidentiality
	 	 
	& Non-Compete:
	 	 
	 

	 	As a term of your employment, you will be required to sign the Company’s
standard form of non-disclosure and confidentiality agreement relating to
confidentiality of information and assignment of inventions, prior to
commencing employment. You will also be required to sign the Company’s
non-compete agreement.
	 
	 	 
	Code of
	 	 
	Conduct:

	 	As a condition of your employment, you will be required
to sign Westaim’s Corporate Policies relating to the
principles of business conduct, prior to commencing
employment.
	 
	 	 
	Severance:

	 	If your employment is terminated for any reason other
than for cause, severance will be paid in amount equal to
six months salary, less applicable taxes and six months
continued health and dental insurance coverage.





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 by signing below
and forwarding to the attention of myself or Belinda Braley.



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



Sincerely,



/s/ Scott H. Gillis




Scott H. Gillis

President

NUCRYST Pharmaceuticals Inc.




	 	 	 	 	 
	/s/ Paul J. Schecter

	 	3/14/02
	 	 
	 

	 	 	 	 
	Acceptance Signature

	 	Date