Exhibit 10.73






Exhibit 10.73



May 2009




NUCRYST Pharmaceuticals Corp.




Board Compensation




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Category	 	 	NUCRYST Plan	 	 	Annual Value (approx.)
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Initial Equity Grant
	 	 	5,000 Restricted Shares	 	 	n/a (1)
	 
	 	 	(immediate vesting, with 1,000 available for sale in 	 	 	 
	 
	 	 	1 year and 4,000 to be held for duration of board service)	 	 	 
	 
	 	 	8,000 Stock Options	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Annual Retainer
	 	 	$15,000	 	 	$5,000
	(Paid quarterly excluding
	 	 	 	 	 	 
	Chairman of the Board)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Board Meeting Fees
	 	 	$2,000/meeting	 	 	$12,000  (assumes 6 meetings/year)
	(including telephone meetings)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Annual Stock Award
	 	 	3,000 Restricted Shares	 	 	$2,750(2)
	 
	 	 	(50% vest after 1 year and 50% after second year)	 	 	 

	 
	 	 	2,000 Stock Options	 	 	Total Annual Board Comp. - $29,750 [TBD – based 
	 
	 	 	 	 	 	on share price change]
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Chairman of the Board Retainer
	 	 	$100,000	 	 	$100,000
	(Paid quarterly and in lieu of
board and committee meeting
fees)
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Committee Chair Annual Retainer
	 	 	$7,500 for Audit	 	 	$7,500 Audit Chair
	(Paid quarterly)
	 	 	$5,000 for Governance, Nominating & Compensation	 	 	$5,000 Governance, Nominating and Compensation Chair
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Committee Meeting Fees
	 	 	Audit	 	 	Assumes 6 Audit Committee Meetings per year
	(including telephone meetings)
	 	 	     Chair – $1,500/meeting	 	 	Chair – $9,000
	 
	 	 	     Member – $1,200/meeting	 	 	Member – $7,200
	 
	 	 	Governance, Nominating and Compensation Committee	 	 	Assumes 4 Governance, Nominating and Compensation
	 
	 	 	     Chair – $1,000/meeting	 	 	Committee meetings per year for
	 
	 	 	     Member – $800/meeting	 	 	Chair – $4,000
	 
	 	 	 	 	 	Member – $3,200
	 
	 	 	 	 	 	 

	 
	 	 	 	 	 	Total Annual Committee Comp. – $19,700
	 
	 	 	 	 	 	 

	 
	 	 	 	 	 	Total Annual Compensation – $49,450
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Special Committee
	 	 	$15,000 Special Committee Chair  Retainer	 	 	Special Committee fees not included
with Annual Compensation as 
	 
	 	 	$10,000 Special Committee Member Retainer	 	 	they are one time fees paid to the Special
Committee Chair and 
	 
	 	 	$2,000/meeting for Chair & Member	 	 	members of the committee when a Special Committee is required.
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Category	 	 	NUCRYST Plan	 	 	Annual Value (approx.)
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Travel Fees	 	 	$1,000.00 for travel involving airtime of greater than 4 hours one way in North America
	 	 	 	$2,000.00 for travel involving airtime of greater than 4 hours one way from another continent
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Additional Fees
	 	 	$2,000 per day plus	 	 	 
	(For additional board work performed 
	 	 	$1,000.00 for travel involving airtime of greater than 4 hours one way in North America
	at the request of the Board)
	 	 	$2,000.00 for travel involving airtime of greater than 4 hours one way from another continent
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 






	(1)	 	The initial equity grant is not included in annual compensation however has an approximate
value of $8,000.00 based on a share price of $0.55 as of May 13, 2009.






	(2)	 	Approximate value of equity is based on share price of $0.55 as of May 13, 2009, and values
restricted shares at face value and options at 0.333 of current share price.





Notes:





	(1)	 	Directors are required to hold minimum equity equal in value to 2.5 times the annual
retainer, which equates to $37,500. For purposes of this calculation, common and restricted shares are included, but options are not. Directors have 3 years to achieve this minimum
ownership level.






	(2)	 	The company has available to it a deferred share unit plan whereby directors may elect to
receive DSUs in lieu of cash fees (retainers and meeting fees). This form of compensation
will not likely be utilized for the 2009 calendar year.