PERSONAL & CONFIDENTIAL
Exhibit 10.3
PERSONAL
& CONFIDENTIAL
HAND DELIVERED
June 26, 2007
Xxxx X. Xxxxxxxxx, MD, PhD
000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
000 Xxxxxx Xxxxxx
Xxxxx, XX 00000
Dear Xxxx,
We acknowledge your desire to retire from full-time employment as an executive officer with NUCRYST
Pharmaceuticals Inc. (“NUCRYST”) and your willingness to remain on as a part time employee.
Accordingly, this letter (“Letter Agreement”) sets forth the terms and conditions NUCRYST is
prepared to offer to enable this transition to part-time status.
1. Transition. You will transition from full time employment with NUCRYST to part time
employment effective June 30, 2007 (the “Transition Date”). After the Transition Date, you will no
longer be an officer of NUCRYST, its parent company, subsidiary companies or any affiliate
companies.
2. Compensation and Benefits upon Transition. Effective as of the Transition Date:
(a) | Transition to Part Time Employment. The terms of your full time employment with NUCRYST will automatically convert to employment on a part time basis to perform the duties of Medical Director and Chair of the NUCRYST Scientific Advisory Board as requested by NUCRYST from time to time (subject to your reasonable availability). You will be paid at a rate of three hundred dollars ($300) per hour (the “Hourly Rate”) of services performed at NUCRYST’s request up to a maximum of two thousand dollars ($2,000) per day but not to exceed a maximum of twenty thousand dollars ($20,000) in any calendar quarter or the total annual maximum amount of eighty thousand dollars ($80,000) per annum; provided however that, in any event, NUCRYST agrees to pay you a minimum amount of four thousand dollars ($4,000) in any given calendar quarter regardless of whether or not NUCRYST requests the provision of any services during a particular calendar quarter. You will notify NUCRYST monthly in writing of the services performed during the previous month. The notice will set out the services performed and the total number of hours or days worked in the month and the amount payable by NUCRYST. NUCRYST will pay the amount of each notice within thirty (30) days after NUCRYST receives the notice from you. You understand and agree that you will not work in excess of 40 hours in any given week without the prior written approval of NUCRYST’s President & CEO. | ||
(b) | Variable Pay. Due to the change in the terms of your employment, you will not be entitled to receive variable pay for 2007 or anytime thereafter; | ||
(c) | Expenses. NUCRYST will continue to reimburse you for your Medical License fees and any pre-approved travel and out-of-pocket expenses incurred by you and directly related to the provision of the Services. Time spent travelling will not be considered time spent in the performance of services. However, NUCRYST will compensate you for travel time at the rate of one half of the Hourly Rate; and |
(d) | Benefits. You will be eligible to continue participating in certain benefits given your part-time status as determined by NUCRYST. Please consult with Human Resources for appropriate details. |
14. Governing Law. This Letter Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts. Both parties hereby submit to the
exclusive jurisdiction of the Courts of the Commonwealth of Massachusetts.
This Letter Agreement 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 continue to be “at-will”, meaning
that either you or NUCRYST may terminate your employment at any time and for any reason. Nothing
in this offer Letter Agreement should be construed to be a contract of employment or otherwise
alter your at-will employment status.
This Letter Agreement shall be considered properly executed by any party if executed and
transmitted by facsimile to the other party. Any party sending a facsimile transmission as herein
provided shall promptly forward an originally executed copy of the Letter Agreement by delivery to
the other party.
If you accept the terms of this Letter Agreement, please execute the duplicate copy of this Letter
Agreement and deliver it back to me.
Sincerely,
NUCRYST Pharmaceuticals Inc.
Per:
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/s/ Xxxxx X. Xxxxxx | |||
President & CEO |
The foregoing is hereby agreed to this 27thday of June, 2007.
/s/Xxxx X. Xxxxxxxxx |
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