exv10w22



 






EXHIBIT 10.22




(NUCRYST LOGO)




March 16,2005




Personal & Confidential




Eliot M. Lurier, CPA

3 Whitridge Road

Natick, MA 01760




Re: Offer of Employment




Dear Eliot,



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, Finance and Administration
	 
	 	 
	Reporting To:

	 	Scott H. Gillis, President
	 
	 	 
	Start Date:

	 	April 5, 2005 or a date as mutually agreed.
	 
	 	 
	Base Salary:

	 	U.S. $135,000.00 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 30,000 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 0188O  Telephone: 781-224-1444  Fax: 781-246-6002






 









 








(NUCRYST LOGO)




Eliot M. Lurier

March 16, 2005

Page 2




	 	 	 
	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.
	 
	 	 
	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.



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.



Eliot, 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 Inc.




Accepted this 17 day of MARCH 2005



/s/ Eliot
M. Lurier


 




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