CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
Exhibit 99.1
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE
This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into
effective as of February 11, 2009 (the “Effective Date”) by and between Xxxxxx X. Xxxxxxx
(“Xxxxxxx”) and NUCRYST Pharmaceuticals Inc., a Delaware corporation (“NUCRYST”).
WHEREAS, Xxxxxxx has been employed by NUCRYST to serve as an employee of NUCRYST and as an
officer and director of each of NUCRYST and NUCRYST Pharmaceuticals Corp., an Alberta corporation
(the “Parent”) pursuant to that certain amended and restated employment agreement dated December
18, 2008 and made effective as of August 22, 2007 by and between NUCRYST and Xxxxxxx (the
"Employment Agreement”); and
WHEREAS, the Employment Agreement contains post-employment restrictions; and
WHEREAS, NUCRYST and the Parent have decided to make a management and board leadership change,
and NUCRYST and Xxxxxxx desire to terminate amicably Xxxxxxx’x employment with NUCRYST; and
WHEREAS, Xxxxxxx is entitled to certain amounts and benefits provided in the Employment
Agreement upon the termination of his employment in the absence of this Agreement; and
WHEREAS, in this Agreement, in consideration of the mutual promises contained herein, NUCRYST
has offered Xxxxxxx certain separation payments and benefits in lieu of, and greater than, the
amounts and benefits provided under the Employment Agreement;
IT IS HEREBY AGREED by and between Xxxxxxx and NUCRYST as follows:
1. Xxxxxxx acknowledges and agrees that: (i) his employment with NUCRYST was permanently and
irrevocably severed effective as of January 19, 2009 (the “Termination Date”); and (ii) NUCRYST
has no obligation, contractual or otherwise, to hire, rehire or re-employ Xxxxxxx in the future.
The Termination Date shall be the date of the “qualifying event” under the Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”) and, except as detailed in this Agreement, Xxxxxxx’x
eligibility to participate in NUCRYST’S benefits programs, including, without limitation,
NUCRYST’S group medical and dental coverage, 401(k) plan, life insurance, health-spending account
credits, short and long term disability and out of country medical coverage, ends on the
Termination Date. All applicable COBRA notices will be sent under separate cover. Xxxxxxx will
receive wages in the amount of $3,076.92 for his final pay period ending on the Termination Date
and his accrued but unused vacation pay in the amount of $3,076.92, less deductions for
applicable tax withholding, in a paycheck to be issued to him on the next regular pay date after
the Termination Date. Xxxxxxx acknowledges and agrees that said amounts represent all wages, including accrued vacation,
due and owing to him as of the Termination Date.
2. As of the Effective Date: (i) Xxxxxxx hereby surrenders and forfeits to the Parent all
vested and unvested options to purchase common shares of the Parent, including, without
limitation, those granted to him pursuant to the stock option award agreements described in Part I
of Schedule “A” attached hereto (collectively the “Stock Option Award Agreements”); and (ii)
Xxxxxxx hereby releases all his right, title and interest under the Stock Option Award Agreements.
3. Xxxxxxx, on behalf of himself, his heirs, executors, administrators, and/or assigns and
anyone else claiming by, through or under him, for and in consideration of the undertakings of
NUCRYST set forth herein, and intending to be legally bound, does hereby release, covenant not to
xxx and forever discharge NUCRYST, the Parent and The Westaim Corporation (“Westaim”), together
with their parent and subsidiaries, affiliates, predecessor and successor corporations and
business entities, joint ventures, and partners, past, present and future, and their respective
agents, directors, officers, employees, stockholders, investors, insurers and reinsurers, assigns,
representatives, and attorneys, past, present and future, and their respective assigns, heirs,
executors, and administrators, past, present, and future (collectively, the “Releasees”), jointly
and severally, of and from and with respect to any and all legally waivable causes of action,
actions, suits, debts, contracts, covenants, agreements, promises, torts, damages, claims,
complaints, demands and liabilities, indemnities, costs, interest, losses or injuries whatsoever
of any name, kind and nature, whether arising at law or in equity, whether express or implied,
known or unknown, suspected or unsuspected, howsoever arising (collectively “Claims”), which
Xxxxxxx, or his heirs, executors, administrators and assigns, ever had, now has, or may in the
future have against each or any of the Releasees by reason of any matter, cause or thing
whatsoever arising at any time prior to or on the Effective Date, including, without limitation,
any and all Claims relating to Xxxxxxx’x employment by NUCRYST or the termination of that
employment, including, without limitation, Claims under the Employee Retirement Income Security
Act of 1974, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1870, the
Americans with Disabilities Act, the Family Medical Leave Act, the Employee Retirement Income
Security Act, M.G.L. c. 151B, and any and all other federal, state or local statutory or common
law claims, now or hereafter recognized, including but not limited to, any Claims for economic
loss, compensatory damages, punitive damages, liquidated damages, costs, fees or other expenses,
including attorneys’ fees and expenses incurred in these matters, any Claims concerning any stock
options, stock option agreement or stock award agreement (including, without limitation, the Stock
Option Award Agreements), or any Claims concerning wages, lost pay, discretionary pay, benefits,
bonuses or variable pay under any Releasee’s variable pay program or any gratuitous payments
promised by any of the Releasees. Notwithstanding the foregoing, this release shall not apply to
the following (collectively, the “Surviving Rights”): (i) any rights Xxxxxxx may have pursuant to
Section 9 of the Employment Agreement; (ii) any rights to indemnification Xxxxxxx may have
pursuant to the indemnity agreement between the Parent and Xxxxxxx made as of August 22, 2007 (the
“Indemnity Agreement”); and (iii) any rights Xxxxxxx may have under the restricted stock unit
award agreements described in Part II of Schedule “A” attached hereto.
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4. Xxxxxxx acknowledges and agrees that in the absence of this Agreement, upon the
Termination Date he would be solely entitled to the amounts and benefits provided for under the
terms of the Employment Agreement. In full payment and satisfaction of all amounts and benefits
provided under the Employment Agreement except for the Surviving Rights, and in full consideration
of Xxxxxxx’x execution of this Agreement, and his agreement to be legally bound by its terms,
NUCRYST agrees to make the following payments and fulfill the following promises after receipt by
NUCRYST of Xxxxxxx’x signature on this Agreement and, subject to paragraph 4(a)(i), after the
expiration of the revocation period set forth in paragraph 16(e):
(a) pay Xxxxxxx a lump sum payment of $622,439.00, less deductions for applicable tax
withholding, by: (i) payment on the next regular pay date after the Termination Date of the amount
of $13,589.75, less deductions for applicable tax withholding, the receipt of which amount is
acknowledged by Xxxxxxx; and (ii) payment of the balance within thirty (30) days after the
expiration of the revocation period described in paragraph 16(e);
(b) until the sixth (6th) anniversary of the Termination Date, NUCRYST or any of
its affiliates shall provide directors’ and officers’ liability insurance coverage to Xxxxxxx for
his acts as a director and officer of NUCRYST or the Parent prior to the Effective Date that is no
less favorable to him in any respect (including, without limitation, with respect to scope,
exclusions, amounts, and deductibles) than the directors’ and officers’ liability insurance
coverage (if any) then being provided to any other present or former senior executive or director
of the Parent, provided that doing so does not increase the cost of such insurance to NUCRYST or
any of its affiliates by more than $10,000 per annum;
(c) if Xxxxxxx elects to continue his group medical and/or dental coverage pursuant to COBRA,
NUCRYST will make contributions toward the cost of such COBRA continuation coverage in an amount
equal to the current employer contribution rate until December 31, 2009. The expenses shall be
deemed as COBRA benefits and Xxxxxxx shall have the right to continue to pay these costs after
NUCRYST payments cease (to the extent required under COBRA). Notwithstanding the foregoing, if
Xxxxxxx secures Other Employment (as defined below) prior to December 31, 2009, NUCRYST’s
obligation to make contributions toward the cost of Xxxxxxx’x COBRA continuation coverage as
described above shall cease, and NUCRYST shall have no further obligations under this paragraph
4(c). Xxxxxxx will be treated as having secured Other Employment if he has commenced providing
regular and continuous compensated services to another company, organization or individual on an
employee or independent contractor basis.
(d) allow Xxxxxxx to convert to a personal policy any disability or life insurance policies
that are so convertible, in accordance with the terms of such policies, provided that Xxxxxxx
shall be responsible for any premiums and conversion costs that may be due on such policies after
the Termination Date.
(e) reimburse Xxxxxxx after the expiration of the revocation period set forth in paragraph
16(e) for reasonable attorneys’ fees (up to $5,000.00) incurred by him in conjunction with the
negotiation and review of this Agreement.
5. Xxxxxxx represents that he has returned or forthwith will return all property of NUCRYST,
the Parent and Westaim, including, but not limited to, keys, files, records (and copies thereof),
computer hardware and software, cellular phones and pagers, which are in his possession or control; provided
that Xxxxxxx may retain the laptop computer provided to him following NUCRYST’s removal from such
computer of: (i) all confidential
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and/or proprietary information of NUCRYST, the Parent and
Westaim; and (ii) all licensed software which is not freely transferable by NUCRYST. Subject to
the foregoing, Xxxxxxx agrees to leave intact all electronic documents of NUCRYST, the Parent and
Westaim, including those which he developed or helped to develop during his employment. Xxxxxxx
represents and agrees that after the Termination Date, he will continue to abide by the provisions
of Section 11 of the Employment Agreement, and that such provisions survive the termination of his
employment.
6. Except as expressly set forth in paragraphs 1 and 4 of this Agreement and except for the
Surviving Rights, Xxxxxxx expressly agrees that he has been paid all remuneration owed to him by
NUCRYST or any of the other Releasees as a result of his employment by NUCRYST in any capacity,
the termination of that employment, the entering into or the termination of the Employment
Agreement, or for any other reason, including but not limited to all accrued salary, wages,
perquisites, variable pay, vacation pay, bonus pay, profit-sharing, stock options, restricted
stock award units, stock, expenses, termination benefits, special incentive payments, or any other
compensation, and that NUCRYST and the other Releasees do not have, and will not have, any
obligation to provide Xxxxxxx at any time in the future with any other payments, benefits, or
consideration. Xxxxxxx represents and warrants that he has no debts to any of the Releasees.
7. Xxxxxxx acknowledges and agrees that this Agreement is not and shall not be construed to
be an admission of any violation of any federal, state or local statute, regulation or law, or of
any duty owed by the Releasees to Xxxxxxx, or of any wrongdoing by the Releasees, and that this
Agreement is made voluntarily to provide an amicable conclusion of his employment relationship
with and by NUCRYST.
8. Xxxxxxx agrees, covenants and promises to keep the terms of this Agreement confidential
and not to take any steps to publicize the fact or terms of this Agreement, even if this Agreement
is disclosed by any of the Releasees. Xxxxxxx represents that he has not communicated or
disclosed, and agrees that he will not hereafter communicate, discuss or disclose, the terms of
this Agreement to any persons, (a) except as he may be required by local, state or federal law or
regulation or by compulsory process of law, and provided that in case of such requirement he shall
notify NUCRYST in writing of such requirement at least five (5) business days prior to disclosure,
and (b) except for disclosures to members of his immediate family, his attorney, and his
accountant or tax advisor, each of whom shall be informed of this confidentiality obligation and
shall agree to be bound by its terms. Nothing herein shall restrict NUCRYST or any of the other
Releasees from disclosing the fact or terms of this Agreement.
9. Xxxxxxx agrees that, for a period of twelve (12) months after the Termination Date, he
shall notify NUCRYST in writing of any change of residence address and of any subsequent
employment (stating the name and address of the employer and providing a description of the title
and duties of the position) or of any other business activity.
10. Xxxxxxx agrees and covenants that, without the written consent of the Chairman of the
Board of Directors of the Parent, Xxxxxxx will not enter upon or otherwise gain access to physical
properties or databases of NUCRYST, the Parent or Westaim after the Termination Date.
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11. Xxxxxxx agrees and covenants not to disparage or to make any statement reflecting
negatively on NUCRYST or any other Releasee, or any product, technology, business, services or
employees of NUCRYST or any other Releasee, publicly or privately. NUCRYST agrees and covenants
not to disparage, or to make any statement reflecting negatively on, Xxxxxxx in any press release
or public disclosure document released by NUCRYST. Nothing in this paragraph shall preclude
Xxxxxxx or NUCRYST from communicating or testifying truthfully, to the extent expressly required
or protected by law, as a party in litigation, in response to a proper inquiry of a state or
federal governmental agency, in response to a subpoena to testify issued by a court of competent
jurisdiction, or in any action to enforce the terms of this Agreement.
12. Xxxxxxx represents and warrants that he has not filed any complaints, claims, charges or
lawsuits against any of the Releasees with any governmental agency or any court and agrees that he
will not do so any time hereafter. Xxxxxxx represents and warrants that he has not assigned or
transferred to any person or entity any right, claim or cause of action released in paragraph 3 of
this Agreement. To the extent permitted by applicable law, Xxxxxxx further agrees that he will
not recommend or suggest to any federal, provincial or local government agency or potential
claimants against or employees of any Releasee that they initiate any claim or lawsuit against any
of the Releasees, and Xxxxxxx will not voluntarily aid, assist or cooperate with any claimants
against or employees of any of the Releasees in bringing such claims and lawsuits. Nothing in
this paragraph shall be construed to prevent Xxxxxxx from giving truthful testimony in response to
direct questions asked pursuant to a lawful subpoena or other legal process during any future
legal proceeding involving any of the Releasees.
13. This Agreement constitutes the entire agreement between Xxxxxxx, NUCRYST and the Parent
with respect to the subject matter hereof and supersedes and replaces any and all prior agreements
or understandings, whether written or oral, between the parties, including the Employment
Agreement, except that the Surviving Rights and the provisions of Section 11 of the Employment
Agreement (together with the applicable definitions in Exhibit A of the Employment Agreement)
shall continue in force and effect and shall survive the termination of the Employment Agreement
and the termination of Xxxxxxx’x employment. Xxxxxxx acknowledges that neither NUCRYST nor any
other Releasee has made any promise, representation or warranty whatsoever, express or implied,
written or oral, other than the express written representations herein. This Agreement may not be
altered, amended, modified, or otherwise changed in any respect except by another written
agreement signed by both Xxxxxxx and NUCRYST. If any agency or court assumes jurisdiction of any
complaint or charge against any of the Releasees on behalf of Xxxxxxx, or any class of which he
may be a member, he shall request the agency or court to withdraw from the matter insofar as it
affects him. Additionally, he shall not in any way benefit financially from any litigation
brought or conducted by such agency or court and shall take all reasonable steps necessary to
refuse any compensation in connection with any damages claimed in connection therewith. Nothing
in this paragraph shall be construed to prevent Xxxxxxx from giving truthful testimony in response
to direct questions asked pursuant to a lawful subpoena or other legal process during any future legal
proceeding involving any of the Releasees.
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14. Xxxxxxx acknowledges that breach by him of any of the covenants or provisions set forth
herein, including a breach of his obligations under Section 11 of the Employment Agreement, would
cause NUCRYST and the Parent severe and irreparable harm. Accordingly, in the event of an actual
or threatened breach by Xxxxxxx of any of the covenants or provisions set forth herein or in
Section 11 of the Employment Agreement, each of NUCRYST and the Parent will be entitled to seek an
injunction restraining Xxxxxxx from violating such covenants or provisions without the posting of
a bond. The seeking of any such injunction shall not affect the right of NUCRYST or the Parent to
seek and obtain damages on account of any such actual or threatened breach of the covenants or
provisions of this Agreement or the Employment Agreement. Should NUCRYST or the Parent prevail in
any legal action arising out of the commission of an actual breach of said covenants, Xxxxxxx
shall pay the costs and expenses incurred by NUCRYST and the Parent in that action, including
reasonable attorneys’ fees.
15. This Agreement is intended to comply with the requirements of section 409A of the
Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (“Code Section
409A”). Accordingly, all provisions herein, or incorporated by reference, shall be construed and
interpreted to comply with Code Section 409A. The amounts payable to or for the benefit of
Xxxxxxx pursuant to this Agreement shall be paid in accordance with the applicable terms hereof,
provided that, to the extent determined by Xxxxxxx as may be necessary to effect compliance with
Code Section 409A (including, without limitation, the requirement provided in Code Section 409A
and Treasury Regulation Section 1.409A-3(i)(2) thereunder to, as applicable, delay the payment of
amounts for at least six months following Xxxxxxx’x “separation from service” (within the meaning
of Code Section 409A)) and provided such determination is communicated in writing by Xxxxxxx to
NUCRYST and the Parent prior to the otherwise applicable payment date, such amounts (without any
earnings adjustment for such delayed payment period) shall be paid at such later time or times as
so directed by Xxxxxxx. Any such determination shall be solely the responsibility of Xxxxxxx and
neither NUCRYST nor the Parent shall have any duty or responsibility to make any determination as
to whether the amounts payable under this Agreement comply with Code Section 409A. Notwithstanding
anything in this Agreement (including, without limitation, this paragraph 15) to the contrary,
Xxxxxxx understands and agrees that neither NUCRYST nor the Parent (or any subsidiary, associate
or affiliate thereof) makes any representation, covenant or warranty that the terms of this
Agreement or the amounts payable under or in accordance with this Agreement comply with Code
Section 409A and that Xxxxxxx shall be solely responsible and liable for, and shall indemnify and
hold NUCRYST, the Parent and any of its subsidiaries, associates or affiliates harmless from any
liability relating to, any and all taxes (including applicable interest and penalties) that may be
imposed on or with respect to amounts payable under or in accordance with this Agreement
(including, without limitation, any taxes, interest and penalties under Code Section 409A).
16. Xxxxxxx hereby certifies that:
he has read the terms of this Agreement, and that he understands its terms and their effects,
including the fact that he has agreed to release and forever discharge the Releasees from any legal
action arising out of his employment by and with NUCRYST, the terms and conditions of that
employment relationship, and the termination of that employment relationship;
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he has signed this Agreement voluntarily and knowingly in exchange for the consideration
described herein, which he acknowledges is adequate and satisfactory to him;
the payments, benefits, promises and undertakings performed, and to be performed, as set forth
in this Agreement exceed and are greater than the payments and benefits, if any, to which he would
have been entitled had he not executed this Agreement;
he has been informed that he has twenty-one (21) calendar days to consider whether or not to
sign this Agreement, and has signed on the date indicated below after concluding that this
Agreement is satisfactory; if Xxxxxxx elects not to take the full twenty-one (21) days to consider
this Agreement, he agrees that he has done so knowingly, voluntarily, and with full understanding
that he is waiving a statutory right to consider this Agreement for twenty-one (21) days;
he has been informed that he has the right to revoke this Agreement for a period of seven (7)
calendar days following his execution of this Agreement by giving written notice to NUCRYST, and
that this Agreement shall not be effective, enforceable, final or binding until this seven (7) day
period has expired with no such revocation notice being given;
he understands and agrees that if he revokes this Agreement, pursuant to paragraph 16(e),
NUCRYST shall have no obligation to provide Xxxxxxx with any of the payments or benefits provided
in paragraph 4 of this Agreement other than the amounts, if any, that would be required pursuant to
the terms of the Employment Agreement, that no other payments or benefits will be provided in lieu
of such and that Xxxxxxx shall immediately refund to NUCRYST the amount described in paragraph
4(a)(i); and
he has been and is hereby advised by NUCRYST to consult with an attorney prior to signing this
Agreement, and he has in fact done so with his counsel of choice.
17. This Agreement shall be governed, interpreted and enforced by and under the laws of the
Commonwealth of Massachusetts, without regard to choice of law principles, except where federal
law controls. This Agreement shall be enforced by the federal or state courts located in the
Commonwealth of Massachusetts. Xxxxxxx consents to the personal jurisdiction of such courts, and
waives any jurisdiction or venue defenses otherwise available to him.
18. XXXXXXX HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES HIS RIGHT TO A JURY TRIAL OF ANY
AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
19. Should any provision of this Agreement be declared by any court of competent jurisdiction
to be invalid, illegal or unenforceable and if such provision cannot be modified to be
enforceable, such provision shall immediately be deemed not a part of this Agreement and the
validity of the remaining provisions shall not be affected and shall remain in full force and effect; provided, however, that if the release
contained in paragraph 3 of this Agreement is found to be invalid, illegal or otherwise
unenforceable, Xxxxxxx agrees, promptly upon the request of NUCRYST, to execute a new general
release that is legal and enforceable.
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20. The language of all parts of this Agreement shall in all cases be construed as a whole,
according to its fair meaning. Xxxxxxx and NUCRYST have participated jointly in the negotiation
of this Agreement, and each has had the advice of legal counsel in the process of negotiating,
drafting and reviewing this Agreement. Accordingly, it is agreed that no rule of construction
shall apply against any party or in favor of any party, nor shall any uncertainty or ambiguity be
interpreted against one party and in favor of the other.
21. Xxxxxxx recognizes and acknowledges that the Releasees may seek the assistance,
cooperation or testimony of Xxxxxxx in connection with any investigation, litigation, patent
application or prosecution, or intellectual property or other proceeding arising out of matters
within the knowledge of Xxxxxxx and related to his position as an employee of NUCRYST in any
capacity, and in any such instance, Xxxxxxx agrees that he shall provide such assistance,
cooperation or testimony and the Releasees shall pay Xxxxxxx’x reasonable costs and expenses in
connection therewith.
22. This Agreement shall be binding upon and inure to the benefit of: (i) Xxxxxxx and his
heirs, administrators, executors, legal representatives and permitted assigns; (ii) NUCRYST and
its predecessors, successors, parent companies, affiliate companies, subsidiary companies and
assigns; and (iii) the Releasees and their respective heirs, administrators, executors, legal
representatives, predecessors, successors, affiliate companies, subsidiary companies and assigns.
Xxxxxxx may not assign his rights or obligations under this Agreement without the prior written
consent of NUCRYST.
23. Any notice required to be given to any party under any provision of this Agreement shall
be made in writing, by first class mail, to the following addresses:
| To NUCRYST: to the attention of General Counsel, NUCRYST Pharmaceuticals Corp., 10102 – 000 Xxxxxx, Xxxx Xxxxxxxxxxxx, Xxxxxxx X0X 0X0. To Xxxxxxx: to the attention of Xxxxxx X. Xxxxxxx, 00 Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000. |
24. This Agreement may be executed in any number of counterparts, each of which when executed
and delivered shall be deemed to be an original, and such counterparts together shall constitute
one and the same agreement. For the purpose of this paragraph, the delivery by facsimile or by
electronic delivery of a PDF of an executed counterpart of this Agreement shall be deemed to be
valid execution and delivery of this Agreement and may be relied upon as an original.
Notwithstanding the foregoing, the party delivering a facsimile or PDF copy shall deliver an
original executed counterpart of this Agreement as soon as possible after delivering the facsimile
or PDF copy.
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have executed the
foregoing Confidential Separation Agreement and General Release to be effective as of the date
written above.
NUCRYST PHARMACEUTICALS INC. |
||||
| By: | /s/ Xxxxx X. Xxxxxx | |||
| Name: | ||||
| Title: | ||||
| By: | /s/ Xxxxxxx X. Xxxx | |||
| Name: | ||||
| Title: | ||||
PLEASE READ CAREFULLY. THIS DOCUMENT INCLUDES A RELEASE OF CERTAIN KNOWN AND UNKNOWN CLAIMS.
Signed by Xxxxxxx at Princeton on the 11 day of February, 2009.
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
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Schedule “A”
Part I — Stock Option Award Agreements
| Date of Execution of Stock Option Award | Stock Options | |||||
| Agreement between the Parent and Xxxxxxx | Date of Grant | Granted | ||||
May 30, 2007 |
May 14, 2007 | 8,000 | ||||
August 22, 2007 (as amended by the Assignment
Agreement among the
Parent, NUCRYST and
Xxxxxxx made effective
August 22, 2007) |
August 22, 2007 | 500,000 | ||||
April 16, 2008 (as amended by the Amending
Agreement between the
Parent and Xxxxxxx made
effective April 10, 2008) |
April 10, 2008 | 250,000 | ||||
Part II — Restricted Stock Unit Award Agreements
| Date of Execution of Restricted Stock | Restricted | Restricted Stock | ||||||||
| Unit Award Agreement between | Stock Units | Units Vested as of | ||||||||
| the Parent and Xxxxxxx | Date of Grant | Granted | Effective Date | |||||||
May 30, 2007 |
May 14, 2007 | 5,000 | 5,000 | |||||||
August 22, 2007 (as
amended by the
Assignment
Agreement among the
Parent, NUCRYST and
Xxxxxxx made
effective August
22, 2007) |
August 22, 2007 | 38,910 | 38,910 | |||||||
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