exv10w23



 





Exhibit 10.23



(NUCRYST LOGO)




June 15, 2005




Personal & Confidential




David C. McDowell

11 Palomino Drive

Carlisle, Ontario L0R1H3




Re: Revised Offer of Employment




Dear David,



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




	 	 	 
	Employer:

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

	 	Vice President, Manufacturing Operations. You will be an Officer of NUCRYST
Pharmaceuticals Corp. and NUCRYST Pharmaceuticals Inc.
	 
	 	 
	Reporting To:

	 	Scott H. Gillis, President
	 
	 	 
	Start Date:

	 	July 11, 2005 or earlier in July if possible.
	 
	 	 
	Base Salary:

	 	CDN $215,000.00 per 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
	 	 	35	%
	Stretch
	 	 	50	%






	 	 	 
	Long Term
	 	 
	Incentives:
	 	You will participate in the NUCRYST Pharmaceuticals 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 commencement date.






NUCRYST Pharmaceuticals Inc.



 




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




 









 





(NUCRYST LOGO)




David C. McDowell

June 15, 2005

Page 2 of 3




	 	 	 
	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 for a
period of one year.
	 
	 	 
	Code of
Conduct:

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

	 	The Company will relocate you from Ontario to the Alberta, Canada area.
The total relocation package will be for a maximum of $50,000 for
directly related relocation expenses including temporary housing
costs in the Edmonton area. If you are terminated for “cause” or
resign from the Company within twelve (12) months of the date of
acceptance of this letter, you will be required to pay back the
relocation, prorated. Payment of the relocation package will be
conditional upon the execution and delivery by you of a promissory
note to the Company regarding repayment of the package in the event
of such resignation or termination.
	 
	 	 
	Location:

	 	Fort Saskatchewan, AB
	 
	 	 
	Benefits/Pension:

	 	You will be eligible for coverage under the Company sponsored
benefit and pension programs of which details and eligibility of the various
plans will be explained to you during your orientation. Your benefit coverage
will be in effect on the date of hire.
	 
	 	 
	Vacation:

	 	Four weeks annually, prorated from your start date.





Upon acceptance of this offer, your employment is subject to approval by
Westaim, compliance with all conditions outlined in this letter, and completion of
favorable reference and background checks.



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.




 









 





(NUCRYST LOGO)




David C. McDowell

June 15, 2005

Page 3 of 3



David, 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/ SCOTT H. GILLIS




Scott H.Gillis

President

NUCRYST Pharmaceuticals Corp.




Accepted this  19  day of June, 2005




	 
	/s/ DAVID C. MCDOWELL

	 

	David C. McDowell







Attachment enclosed