Exhibit 10.71







Exhibit 10.71




NUCRYST PHARMACEUTICALS CORP.




DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT



GRANT of Restricted Stock Units made effective as of (the “Grant Date”)





	TO: 	 	(the “Participant” or “Director”)
	 
	BY: 	 	NUCRYST Pharmaceuticals Corp. (the “Company”)





     WHEREAS, on December 21, 2005, the Board of Directors of the Company (the “Board”) approved
and adopted the Company’s 1998 Equity Incentive Plan (as amended) (the “Plan”) and the Plan was
subsequently approved by the Toronto Stock Exchange; and



     WHEREAS, pursuant to the Plan, awards of Restricted Stock Units may be granted to persons
including members of the Board; and



     WHEREAS, by resolution of the Board made on                               , the
Board granted the Restricted Stock Unit award provided for herein to the Director, such grant to be
effective the Grant Date and subject to the terms set forth herein;



     NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
hereto agree as follows:




	1.	 	Equity Incentive Plan




The grant by the Company to the Participant of Restricted Stock Units by this Agreement is made
pursuant to the terms and conditions of the Plan. This Agreement and the terms and conditions of
the grant of Restricted Stock Units are subject in all respects to the terms and conditions of the
Plan, which is made a part of this Agreement. The Participant, by acceptance of this Agreement,
agrees to be bound by the Plan (and any regulations that may be established under the Plan) and
acknowledges receipt of a copy of the Plan and this Agreement. Terms that are defined in the Plan
and not otherwise defined in this Agreement shall have the same meaning when used in this Agreement
as in the Plan.





	2.	 	Grant of Restricted Stock Units




The Company hereby grants to the Director, effective as of the Grant Date, 3,000 Restricted Stock
Units (defined in the Plan and this Agreement as “Restricted Stock Units” or individually as a
“Restricted Stock Unit”), subject to the terms and conditions of this Agreement and the Plan.





	3.	 	Vesting




Unless otherwise set forth in this Agreement, the interest of the Director in the Restricted Stock
Units shall vest as to 50% of the Restricted Stock Units on the first anniversary of the Grant Date
and as to the remaining 50% of the Restricted Stock Units on the second anniversary of the Grant
Date. If the date for vesting and settlement of the Restricted Stock Units occurs during a
Blackout Period, the Company shall make such settlement of the Restricted Stock Units within ten
Non-Blackout Trading Days following the end of such Blackout Period.




 









 









	4.	 	Restrictions






	 	(a)	 	No portion of the Restricted Stock Units or rights granted hereunder may be
sold, exchanged, transferred, assigned, pledged, hypothecated, or otherwise encumbered
or disposed of by the Director, whether voluntarily, involuntarily or by operation of
law (collectively, “Prohibited Dispositions”) until such portion of the Restricted
Stock Units becomes vested and are paid out in accordance with Section 6 of this
Agreement.
	 
	 	(b)	 	If the Participant ceases to serve as a Director for any reason whatsoever
before all of the Restricted Stock Units have vested in accordance with Section 3,
then the vesting of all Restricted Stock Units shall stop immediately upon the
Termination Date, and the balance of the Restricted Stock Units subject to the
provisions of this Agreement which have not vested as of the Termination Date shall be
forfeited automatically without further notice to the Director and no compensation
shall be paid therefore.






	5.	 	Accelerated Vesting




Notwithstanding the vesting provisions contained section 3, in the event that a Change of Control
of the Company or an Elimination of the Public Float occurs the Restricted Stock Units shall
immediately become fully vested.





	 	(a)	 	Whenever used in this Agreement, the following terms shall have the meanings
set forth below:






	 	(i)	 	“Change of Control of the Company” means the occurrence of a
transaction or series of transactions, either alone or in combination with any
other events or transactions, as a result of which:






	 	(ii)	 	any Person (other than the Director or any of his Associates
or Westaim) acquires or becomes the beneficial owner of, or a combination of
Persons (not including the Director or any of his Associates or Westaim)
acting jointly or in concert acquires or becomes the beneficial owner of,
directly or indirectly, more than 50% of the voting securities of the Company,
whether through the acquisition of previously issued and outstanding voting
securities, or of voting securities that have not been previously issued, or
any combination thereof, or any other transaction having a similar effect;






	 	(iii)	 	the shareholders of the Company approve: (1) any plan or
proposal for the liquidation or dissolution of the Company; or (2) the sale,
lease, exchange, disposition or other transfer of all or substantially all of
the assets of the Company;






	 	(iv)	 	50% or more of the issued and outstanding voting securities
of the Company become subject to a voting trust in which neither the Director
nor any of his Associates nor Westaim participates;






	 	(v)	 	a majority of the directors of the Company are removed from
office at any annual or special meeting of shareholders, or a majority of the
directors of the Company (calculated not including the Director) resign form
office over a period of 60 days or less, unless the vacancies created thereby
are either (1) filled by appointments made by the remaining members of the
Board of Directors of the Company, (2) are filled by nominees proposed by the
Board of Directors, the Director or any of his Associates or Westaim, or (3)
the Board of Directors of the Company determines not to fill the vacancies in
connection with a reduction in the size of the Board of Directors of the
Company approved by a majority of directors of the Company then in officer;






	 	(vi)	 	any Person (other than the Director or any of his Associates
or Westaim) makes a bona fide take-over bid (as defined in the Securities Act
(Ontario) from time to time in effect) for the Common Shares, whether made by
way of a take-over bid circular or tender offer as required under any
applicable legislation, or by way of stock exchange take-over bid. Any such
event is referred to herein as a “Take-over Bid”; or




 









 








	 	(vii)	 	a consolidation, share exchange or merger of the Company
occurs: (1) in which the shareholders of the Company immediately prior to such
transaction do not own at more than 50% of the voting securities of the entity
which survives/results from that transaction; or (2) in which a shareholder of
the Company who does not own more than 50% of the voting securities of the
Company immediately prior to such transaction, owns more than 50% of the
Company’s voting securities immediately after such transaction.






	 	(viii)	 	“Elimination of Public Float” means the occurrence of a transaction or
series of transactions, either alone or in combination with any other events,
as a result of which: (1) Westaim acquires or becomes the beneficial owner of,
directly or indirectly, 100% of the publicly-traded voting securities of the
Company; or (2) the voting securities of the Company cease to be
publicly-traded on a stock exchange or in the over-the-counter market.






	 	(b)	 	“Person” means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with or without share
capital, unincorporated association, trust, trustee, executor, administrator or other
legal personal representative, regulatory body or agency, government or governmental
agency, authority or entity however designated or constituted.






	 	(c)	 	“Associate” has the meaning attributed to such term in the Business
Corporations Act (Alberta) as the same may be amended from time to time and any
successor legislation thereto.






	 	(d)	 	“Westaim” means The Westaim Corporation and its Subsidiaries.






	6.	 	Issuance of Common Shares




As soon as reasonably practicable after Restricted Stock Units become vested as described in
Section 3, the Company shall register the name of the Participant as the owner of the Common Shares
with respect to which the vested Restricted Stock Units relate and subject to applicable
withholding of taxes, deliver one or more unlegended stock certificates in respect of the
Restricted Stock Units to the Participant. Notwithstanding any other provision of this Agreement,
all amounts payable to, or in respect of, a Participant in respect of Restricted Stock Units shall
be paid within three (3) years following the end of the year in which the Restricted Stock Units
were granted.





	7.	 	Rights as a Stockholder; Dividends




The Director shall not have any rights or be entitled to exercise any voting rights, receive
dividends, or have or be entitled to any other rights as a shareholder in respect of any Restricted
Stock Units, other than the right to receive such Common Shares upon the vesting of the Restricted
Stock Units.





	8.	 	Distributions and Adjustments




If there is any change in the number or character of the Common Shares (through merger,
consolidation, reorganization, recapitalization, stock split, stock dividend, or otherwise), prior
to the vesting of the Restricted Stock Units, the Participant shall receive such number and type of
securities or other consideration on the same basis and at the same time as other shareholders,
provided that such securities or other consideration shall be subject to the same vesting
provisions, if any, as the Restricted Stock Units to which such securities or other consideration
relate.




 









 









	9.	 	Beneficiary




The Director may file with the Company a written designation of a beneficiary on such form as may
be prescribed by the Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of the Director’s
estate shall be deemed to be the Director’s beneficiary.





	10.	 	General Matters






	 	(a)	 	Restricted Stock Units are not transferable or assignable






	 	(b)	 	This Agreement is not an employment contract and nothing in this Agreement
shall be deemed to create in any way whatsoever any obligation on the Participant’s
part to continue to work for the Company (or any subsidiary of the Company), or of the
Company (or any subsidiary of the Company) to continue to employ the Participant.






	 	(c)	 	This Agreement and the Plan constitute the entire agreement between the
parties relating to the grant of Restricted Stock Units to the Participant herein and
supersedes all prior communications, representations and negotiations in respect
thereto provided that, for greater certainty, in the event of any inconsistencies as
between this Agreement and the Plan, such matters shall be governed by the terms and
provisions of the Plan.






	 	(d)	 	For the grant of the Restricted Stock Units to be effective, this Agreement
must be executed by the Participant and returned to the Company.






	 	(e)	 	The Participant acknowledges that the Company may be required to disclose to
the securities regulatory authorities, the Exchange or other regulatory authorities
duly authorized to make such request, the name, address and telephone number of the
Participant, the number of Restricted Stock Units granted, and if required by
applicable securities legislation, regulations, rules, policies or orders or by any
securities commission, the Exchange or other regulatory authority, it will, in a
timely manner, execute, deliver, file and otherwise assist the company in filing, such
reports, undertakings, and other documents with respect to the Restricted Stock Units
as may be required or requested by the Company to enable the Company to comply with
applicable securities legislation, regulations, rules, policies or orders or the
requirements of any securities commission or other regulatory authority or the
Exchange.






	 	(f)	 	Time shall be of the essence of this Agreement.






	 	(g)	 	This Agreement shall be governed by the laws of the Province of Alberta. The
parties agree that any disputes under this Agreement shall be resolved by the courts
of Alberta and each of the parties irrevocably attorn to the non-exclusive
jurisdiction thereof with respect to all such matters and the transactions
contemplated herein.






	 	(h)	 	The Participant acknowledges that neither the Plan or this Agreement
restricts the Company’s ability to conduct its business (including, but not limited
to, such decisions as transactions with related parties, new product development
efforts, cancellation of existing products, mergers and acquisitions, or corporate
dissolution) regardless of the effect those decisions may have on the value of
Restricted Stock Units.




The Company and the Participant have executed this Agreement on the                      day
of to                           be effective as of the Grant Date.




NUCRYST PHARMACEUTICALS CORP.




	 	 	 	 	 
	By:

	 	
 
 	 	
 
Director