0000950137-07-016761 Sample Contracts

PERSONAL & CONFIDENTIAL
Transition of Employment Agreement • November 7th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Massachusetts

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.

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NUCRYST PHARMACEUTICALS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • November 7th, 2007 • NUCRYST Pharmaceuticals Corp. • Surgical & medical instruments & apparatus • Alberta

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

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