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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

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<DIV align="center"><DIV style="font-size: 3pt; margin-top: 16pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV></DIV>


<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>Current Report<BR>
Pursuant To Section&nbsp;13 or 15 (d)&nbsp;of the<BR>
Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>
Date of Report (Date of earliest event reported) &#151;March&nbsp;27, 2009</B>
</DIV>

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<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>NUCRYST PHARMACEUTICALS CORP.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">
<B>(Exact name of registrant as specified in its charter)</B></DIV>


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    <TD align="center" valign="top"><B>Alberta, Canada<BR>
(State or other jurisdiction of <BR>
incorporation or organization)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>000-51686<BR>
(Commission File Number)</B>
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    <TD align="center" valign="top"><B>Not Applicable<BR>
(I.R.S. Employer Identification No.)</B></TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>NUCRYST Pharmaceuticals Corp.<BR>

101 College Road East<BR>

Princeton, New Jersey 08540<BR>

(Address of principal executive offices)</B></DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">
<B>Registrant&#146;s telephone number, including area code: (609)228-8210</B></DIV>


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<B>Not applicable<BR>

(Former name or former address, if changed since last report)</B></DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (<I>see </I>General
Instruction A.2. below):</DIV>

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    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)
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    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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<TR valign="top">
    <TD nowrap align="left"><B><I>Item&nbsp;5.02</I></B></TD>
    <TD>&nbsp;</TD>
    <TD><B>Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.</B></TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>(e)</I>&nbsp;&nbsp;&nbsp;<I>Compensatory Arrangements of Certain Officers</I></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>David B. Holtz</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As previously reported on a Current Report on Form 8-K filed on January&nbsp;23, 2009, the Board of
Directors (the &#147;Board&#148;) of NUCRYST Pharmaceuticals Corp. (the &#147;Company&#148;) appointed David B. Holtz
as Interim President and Chief Executive Officer, effective January&nbsp;19, 2009 in addition to Mr.
Holtz&#146;s continuing role as Chief Financial Officer of the Company.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In connection with this appointment, on March&nbsp;27, 2009, the Board and the board of directors of
NUCRYST Pharmaceuticals Inc. (&#147;NPI&#148;), a subsidiary of the Company, each approved NPI and David B.
Holtz entering into an employment agreement (the &#147;Employment Agreement&#148;), effective January&nbsp;19,
2009, under which Mr.&nbsp;Holtz will be employed by NPI to serve as the Interim President and Chief
Executive Officer and Chief Financial Officer of NPI and the Company. The Employment Agreement
supersedes, effective January&nbsp;19, 2009, the employment agreement entered into between NPI and David
Holtz dated effective May&nbsp;8, 2008 that was previously disclosed as Exhibit&nbsp;10.53 to the Company&#146;s
Current Report on Form 8-K filed on May&nbsp;13, 2008.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The material terms of the Employment Agreement are as follows:</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Annual Base Salary and Incentive Pay. </I>Mr.&nbsp;Holtz will receive an annual base salary of $310,000 USD.
Mr.&nbsp;Holtz will be eligible for an annual cash incentive award (&#147;Incentive Award&#148;) which is based
on the achievement of specific corporate objectives and will equal 25% of his annualized base
salary at the threshold level achievement of the corporate objectives, 50% at target level
achievement of corporate objectives and 100% at stretch achievement level commencing with the
calendar year 2009.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Long Term Incentive. </I>On March&nbsp;27, 2009 (the &#147;Grant Date&#148;), the Company granted a stock option to
Mr.&nbsp;Holtz to purchase 100,000 common shares of the Company pursuant to the Company&#146;s 1998 Equity
Incentive Plan, as amended at an option price equivalent to the NASDAQ Closing Price of the
Company&#146;s common shares on the date prior to the Grant Date. The stock option will vest as to 1/3
of the common shares on the Grant Date and 1/3 on each of the first and second anniversaries of the
Grant Date.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Retention Period. </I>If Mr.&nbsp;Holtz is still employed by NPI on July&nbsp;19, 2009, he will receive a
retention bonus in the amount of $50,000.00USD (the &#147;First Retention Bonus&#148;). If Mr.&nbsp;Holtz is
still employed by NPI on December&nbsp;31, 2009, he will receive a second retention bonus of $100,000USD
(the &#147;Second Retention Bonus&#148;) to be paid in a lump sum on the next regular pay date after December
31, 2009.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Term. </I>The Employment Agreement is for an initial term ending December&nbsp;31, 2009 and will be
automatically extended for additional one year periods on the same terms and conditions unless
either party gives the other written notice at least thirty days before the scheduled expiration of
the term. If NPI elects not to renew the Employment Agreement, NPI will be obligated to pay Mr.
Holtz an amount equal to twelve (12)&nbsp;months&#146; annual base salary (at the annualized rate in effect
on the last day of the term).</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Termination Without Cause. </I>If: (a)&nbsp;Mr.&nbsp;Holtz&#146;s employment is terminated without &#147;Cause&#148; (as defined
in the Employment Agreement); or (b)&nbsp;a &#147;Constructive Termination Without Cause&#148; (as defined in the
Employment Agreement) occurs; then, NPI will be obligated to pay Mr.&nbsp;Holtz an amount equal to
twelve (12)&nbsp;months&#146; annual base salary (at the annualized rate in effect on the termination date),
a pro-rata Incentive Award at target for the year of termination, any Incentive Award earned in the
prior year but not yet paid, and contributions towards the cost of continued health and dental
benefits for a period of six (6)&nbsp;months. In addition, any stock options then scheduled to vest on
or before the second anniversary of the termination date will vest and remain exercisable until the
120&nbsp;days following the termination date.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Termination Without Cause during Retention Period</I>. If, during the period commencing on the
effective date of the Employment Agreement and ending on December&nbsp;31, 2009 (the &#147;<U>Retention
Period</U>&#148;), Mr.&nbsp;Holtz&#146;s employment is terminated without Cause, or if a Constructive Termination
Without Cause occurs, then, in addition to the benefits separately provided and described above
under <I>Termination Without Cause, </I>Mr.&nbsp;Holtz will be entitled to: (a)&nbsp;six (6)&nbsp;months&#146; base salary,
and (b)&nbsp;if he is terminated on or prior to July&nbsp;19, 2009, an amount equal to the First Retention</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Bonus, and (c)&nbsp;if he is terminated after July&nbsp;19, 2009 but on or prior to December&nbsp;31, 2009, an
amount equal to the Second Retention Bonus.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Change in Control</I>. If, within one hundred and twenty (120)&nbsp;days prior to, or within twelve (12)
months following, a Change in Control (as defined in the Employment Agreement): (a)&nbsp;Mr.&nbsp;Holtz&#146;s
employment is terminated without Cause; or (b)&nbsp;a Constructive Termination Without Cause occurs; or
(c)&nbsp;the term of the Employment Agreement is not renewed; then, in addition to the applicable
amounts and benefits described above in respect of a <I>Termination Without Cause, </I>Mr.&nbsp;Holtz is also
entitled to: (i)&nbsp;additional severance equal to: (A)&nbsp;three (3)&nbsp;months&#146; base salary if the
termination date occurs prior to January&nbsp;1, 2010; or (B)&nbsp;nine (9)&nbsp;months&#146; annual base salary if the
termination date is on or after January&nbsp;1, 2010; and (ii)&nbsp;accelerated vesting of all stock options
then scheduled to vest on or before the third anniversary of the termination date.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><I>Additional Agreements. </I>On March&nbsp;27, 2009, the Board also approved the Company and Mr.&nbsp;Holtz
entering into:</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;a Stock Option Award Agreement, effective March&nbsp;27, 2009 (the &#147;Stock Award Agreement&#148;),
granting Mr.&nbsp;Holtz an option to purchase 100,000 common shares of the Company pursuant to the
Company&#146;s 1998 Equity Incentive Plan, as amended. This is the grant described above under &#147;Long
Term Incentive&#148;.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;an Amending Agreement, effective May&nbsp;8, 2008 (the &#147;Amending Agreement&#148;), amending the
Stock Option Award Agreement dated May&nbsp;8, 2008, which was previously disclosed as Exhibit&nbsp;10.54 to
the Company&#146;s Current Report on Form 8-K filed on May&nbsp;13, 2008 (the &#147;Award Agreement&#148;). The Award
Agreement granted Mr.&nbsp;Holtz an option to purchase 240,000 common shares of the Company pursuant to
the Company&#146;s 1998 Equity Incentive Plan, as amended. The purpose of the Amending Agreement is to
conform the vesting and certain other provisions under the Award Agreement to the terms of the
Employment Agreement: and</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;a Letter Agreement, effective March&nbsp;27, 2009 (the &#147;Letter Agreement&#148;), pursuant to which
the Company agrees to pay to Mr.&nbsp;Holtz any amounts due to Mr.&nbsp;Holtz under the Employment Agreement
if NPI fails to pay any such amounts by the expiration of any applicable cure period under the
Employment Agreement.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Mr.&nbsp;Holtz has agreed not to compete with the Company or to solicit our customers or employees for a
period of one year after the termination date.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The summary of the Employment Agreement, Stock Award Agreement, Amending Agreement and Letter
Agreement and contained herein is qualified in its entirety by reference to the full text of the
Employment Agreement, Stock Award Agreement, Amending Agreement and Letter Agreement which have
been attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 and incorporated herein by reference.</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>David McDowell</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On March&nbsp;27, 2009, the Board approved the entering into a entering into a letter agreement (the
&#147;McDowell Letter Agreement&#148;) between the Company and David McDowell, Vice President, Operations,
amending the terms of Mr.&nbsp;McDowell&#146;s employment with the Company as set forth in a letter agreement
previously disclosed as Exhibit&nbsp;10.23 to the Company&#146;s Form F-1, filed on December&nbsp;16, 2005 as
amended by a letter agreement disclosed as Exhibit&nbsp;10.46 to the Company&#146;s Annual Report on Form
10-K filed on March&nbsp;4, 2008. The McDowell Letter Agreement provides that if Mr.&nbsp;McDowell&#146;s
employment is terminated by the Company for any reason other than Cause (as defined in the McDowell
Letter Agreement), death or disability, then the Company will pay Mr.&nbsp;McDowell severance in an
amount equal to twelve (12)&nbsp;months of Mr.&nbsp;McDowell&#146;s then current annual base salary and a pro-rata
payment of an amount equal to an annual Incentive Award at target under the Company&#146;s Employee
Incentive Program for the year of termination and any Incentive Award earned in respect of the
prior year but not yet paid to Mr.&nbsp;McDowell as of the date of termination. In addition, the
McDowell Letter Agreement provides that if Mr.&nbsp;McDowell is employed by the Company on December&nbsp;31,
2009, Mr.&nbsp;McDowell will be entitled to receive a retention bonus in the amount of One Hundred
Thousand Dollars ($100,000) (the &#147;Retention Bonus&#148;), to be paid in a lump sum on the next regular
pay date after December&nbsp;31, 2009. The McDowell Letter Agreement further provides that if, during
the period commencing on the effective date of the McDowell Letter Agreement and ending on December
31, 2009, Mr.&nbsp;McDowell&#146;s employment is terminated without Cause, then Mr.&nbsp;McDowell will be entitled
to receive payment of the Retention Bonus in addition to the severance benefits separately
described above.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The summary of the McDowell Letter Agreement contained herein is qualified in its entirety by
reference to the full text of the McDowell Letter Agreement which has been attached hereto as
Exhibit&nbsp;99.5 and incorporated herein by reference.</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B><I>Carol Amelio</I></B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">On March&nbsp;27, 2009, the Board approved the entering into a letter agreement (the &#147;Amelio Letter
Agreement&#148;) between the Company and Carol Amelio, Vice President, General Counsel and Corporate
Secretary, amending the terms of Ms.&nbsp;Amelio&#146;s employment with the Company as set out in a letter
agreement previously disclosed as Exhibit&nbsp;10.50 to the Company&#146;s Annual Report on Form 10-K, filed
on March&nbsp;4, 2008. The Amelio Letter Agreement provides that if Ms.&nbsp;Amelio&#146;s employment is: (a)
terminated by the Company for any reason other than Cause (as defined in the Severance Agreement),
death or disability; or (b)&nbsp;a Constructive Termination Without Cause (as defined in the Severance
Agreement) occurs; then, the Company will pay Ms.&nbsp;Amelio severance in an amount equal to twelve
(12)&nbsp;months of Ms.&nbsp;Amelio&#146;s then current annual base salary and pro-rata payment of annual
Incentive Award at target under the Company&#146;s Employee Incentive Program for the year of
termination and any Incentive Award earned in respect of the prior year but not yet paid to Ms.
Amelio. In addition, the Amelio Letter Agreement provides that if Ms.&nbsp;Amelio is employed by the
Company on December&nbsp;31, 2009, Ms.&nbsp;Amelio will be entitled to receive a retention bonus in the
amount of One Hundred Thousand Dollars ($100,000) (the &#147;Retention Bonus&#148;), to be paid in a lump sum
on the next regular pay date after December&nbsp;31, 2009. The Amelio Letter Agreement further provides
that if, during the period commencing on the effective date of the Amelio Letter Agreement and
ending on December&nbsp;31, 2009: (a)&nbsp;Ms.&nbsp;Amelio&#146;s employment is terminated without Cause; or (b)&nbsp;a
Constructive Termination Without Cause occurs; then, Ms.&nbsp;Amelio will be entitled to receive payment
of the Retention Bonus in addition to the severance benefits separately described above.</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The summary of the Amelio Letter Agreement contained herein is qualified in its entirety by
reference to the full text of the Severance Agreement which has been attached hereto as Exhibit
99.6 and incorporated herein by reference.</DIV>


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<TR valign="top">
    <TD nowrap align="left"><B><I>Item&nbsp;9.01</I></B></TD>
    <TD>&nbsp;</TD>
    <TD><B>Financial Statements and Exhibits</B></TD>
</TR>
</TABLE>
</DIV>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Employment Agreement between the NUCRYST Pharmaceuticals Inc. and David B. Holtz made
effective January&nbsp;19, 2009.</DIV></TD>
</TR>

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    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
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    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Stock Award Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz
effective March&nbsp;27, 2009.</DIV></TD>
</TR>

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    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.3</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Amending Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz effective
May&nbsp;8, 2008.</DIV></TD>
</TR>

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    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>

<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz.</DIV></TD>
</TR>

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    <TD align="right" valign="top">&nbsp;</TD>
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    <TD align="right" valign="top">99.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and David McDowell.</DIV></TD>
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    <TD align="right" valign="top">99.6</TD>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and Carol L. Amelio.</DIV></TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

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    <TD colspan="3" align="left"><FONT style="font-variant: SMALL-CAPS"><B>Nucryst Pharmaceuticals Corp.</B></FONT><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left"><I>/s/ Carol L. Amelio</I>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left"><B>Carol L. Amelio</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">DATE: March 30, 2009&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left"><B>Vice President, General Counsel and Corporate
Secretary</B>&nbsp;</TD>
    <TD>&nbsp;</TD>
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e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) —March 27, 2009
NUCRYST PHARMACEUTICALS CORP.
(Exact name of registrant as specified in its charter)
Alberta, Canada
(State or other jurisdiction of
incorporation or organization)
000-51686
(Commission File Number)
Not Applicable
(I.R.S. Employer Identification No.)
NUCRYST Pharmaceuticals Corp.
101 College Road East
Princeton, New Jersey 08540
(Address of principal executive offices)
Registrant's telephone number, including area code: (609)228-8210
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (
see
General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e)
Compensatory Arrangements of Certain Officers
David B. Holtz
As previously reported on a Current Report on Form 8-K filed on January 23, 2009, the Board of
Directors (the "Board") of NUCRYST Pharmaceuticals Corp. (the "Company") appointed David B. Holtz
as Interim President and Chief Executive Officer, effective January 19, 2009 in addition to Mr.
Holtz's continuing role as Chief Financial Officer of the Company.
In connection with this appointment, on March 27, 2009, the Board and the board of directors of
NUCRYST Pharmaceuticals Inc. ("NPI"), a subsidiary of the Company, each approved NPI and David B.
Holtz entering into an employment agreement (the "Employment Agreement"), effective January 19,
2009, under which Mr. Holtz will be employed by NPI to serve as the Interim President and Chief
Executive Officer and Chief Financial Officer of NPI and the Company. The Employment Agreement
supersedes, effective January 19, 2009, the employment agreement entered into between NPI and David
Holtz dated effective May 8, 2008 that was previously disclosed as Exhibit 10.53 to the Company's
Current Report on Form 8-K filed on May 13, 2008.
The material terms of the Employment Agreement are as follows:
Annual Base Salary and Incentive Pay.
Mr. Holtz will receive an annual base salary of $310,000 USD.
Mr. Holtz will be eligible for an annual cash incentive award ("Incentive Award") which is based
on the achievement of specific corporate objectives and will equal 25% of his annualized base
salary at the threshold level achievement of the corporate objectives, 50% at target level
achievement of corporate objectives and 100% at stretch achievement level commencing with the
calendar year 2009.
Long Term Incentive.
On March 27, 2009 (the "Grant Date"), the Company granted a stock option to
Mr. Holtz to purchase 100,000 common shares of the Company pursuant to the Company's 1998 Equity
Incentive Plan, as amended at an option price equivalent to the NASDAQ Closing Price of the
Company's common shares on the date prior to the Grant Date. The stock option will vest as to 1/3
of the common shares on the Grant Date and 1/3 on each of the first and second anniversaries of the
Grant Date.
Retention Period.
If Mr. Holtz is still employed by NPI on July 19, 2009, he will receive a
retention bonus in the amount of $50,000.00USD (the "First Retention Bonus"). If Mr. Holtz is
still employed by NPI on December 31, 2009, he will receive a second retention bonus of $100,000USD
(the "Second Retention Bonus") to be paid in a lump sum on the next regular pay date after December
31, 2009.
Term.
The Employment Agreement is for an initial term ending December 31, 2009 and will be
automatically extended for additional one year periods on the same terms and conditions unless
either party gives the other written notice at least thirty days before the scheduled expiration of
the term. If NPI elects not to renew the Employment Agreement, NPI will be obligated to pay Mr.
Holtz an amount equal to twelve (12) months' annual base salary (at the annualized rate in effect
on the last day of the term).
Termination Without Cause.
If: (a) Mr. Holtz's employment is terminated without "Cause" (as defined
in the Employment Agreement); or (b) a "Constructive Termination Without Cause" (as defined in the
Employment Agreement) occurs; then, NPI will be obligated to pay Mr. Holtz an amount equal to
twelve (12) months' annual base salary (at the annualized rate in effect on the termination date),
a pro-rata Incentive Award at target for the year of termination, any Incentive Award earned in the
prior year but not yet paid, and contributions towards the cost of continued health and dental
benefits for a period of six (6) months. In addition, any stock options then scheduled to vest on
or before the second anniversary of the termination date will vest and remain exercisable until the
120 days following the termination date.
Termination Without Cause during Retention Period
. If, during the period commencing on the
effective date of the Employment Agreement and ending on December 31, 2009 (the "
Retention
Period
"), Mr. Holtz's employment is terminated without Cause, or if a Constructive Termination
Without Cause occurs, then, in addition to the benefits separately provided and described above
under
Termination Without Cause,
Mr. Holtz will be entitled to: (a) six (6) months' base salary,
and (b) if he is terminated on or prior to July 19, 2009, an amount equal to the First Retention
2
Bonus, and (c) if he is terminated after July 19, 2009 but on or prior to December 31, 2009, an
amount equal to the Second Retention Bonus.
Change in Control
. If, within one hundred and twenty (120) days prior to, or within twelve (12)
months following, a Change in Control (as defined in the Employment Agreement): (a) Mr. Holtz's
employment is terminated without Cause; or (b) a Constructive Termination Without Cause occurs; or
(c) the term of the Employment Agreement is not renewed; then, in addition to the applicable
amounts and benefits described above in respect of a
Termination Without Cause,
Mr. Holtz is also
entitled to: (i) additional severance equal to: (A) three (3) months' base salary if the
termination date occurs prior to January 1, 2010; or (B) nine (9) months' annual base salary if the
termination date is on or after January 1, 2010; and (ii) accelerated vesting of all stock options
then scheduled to vest on or before the third anniversary of the termination date.
Additional Agreements.
On March 27, 2009, the Board also approved the Company and Mr. Holtz
entering into:
(a) a Stock Option Award Agreement, effective March 27, 2009 (the "Stock Award Agreement"),
granting Mr. Holtz an option to purchase 100,000 common shares of the Company pursuant to the
Company's 1998 Equity Incentive Plan, as amended. This is the grant described above under "Long
Term Incentive".
(b) an Amending Agreement, effective May 8, 2008 (the "Amending Agreement"), amending the
Stock Option Award Agreement dated May 8, 2008, which was previously disclosed as Exhibit 10.54 to
the Company's Current Report on Form 8-K filed on May 13, 2008 (the "Award Agreement"). The Award
Agreement granted Mr. Holtz an option to purchase 240,000 common shares of the Company pursuant to
the Company's 1998 Equity Incentive Plan, as amended. The purpose of the Amending Agreement is to
conform the vesting and certain other provisions under the Award Agreement to the terms of the
Employment Agreement: and
(c) a Letter Agreement, effective March 27, 2009 (the "Letter Agreement"), pursuant to which
the Company agrees to pay to Mr. Holtz any amounts due to Mr. Holtz under the Employment Agreement
if NPI fails to pay any such amounts by the expiration of any applicable cure period under the
Employment Agreement.
Mr. Holtz has agreed not to compete with the Company or to solicit our customers or employees for a
period of one year after the termination date.
The summary of the Employment Agreement, Stock Award Agreement, Amending Agreement and Letter
Agreement and contained herein is qualified in its entirety by reference to the full text of the
Employment Agreement, Stock Award Agreement, Amending Agreement and Letter Agreement which have
been attached hereto as Exhibits 99.1, 99.2, 99.3 and 99.4 and incorporated herein by reference.
David McDowell
On March 27, 2009, the Board approved the entering into a entering into a letter agreement (the
"McDowell Letter Agreement") between the Company and David McDowell, Vice President, Operations,
amending the terms of Mr. McDowell's employment with the Company as set forth in a letter agreement
previously disclosed as Exhibit 10.23 to the Company's Form F-1, filed on December 16, 2005 as
amended by a letter agreement disclosed as Exhibit 10.46 to the Company's Annual Report on Form
10-K filed on March 4, 2008. The McDowell Letter Agreement provides that if Mr. McDowell's
employment is terminated by the Company for any reason other than Cause (as defined in the McDowell
Letter Agreement), death or disability, then the Company will pay Mr. McDowell severance in an
amount equal to twelve (12) months of Mr. McDowell's then current annual base salary and a pro-rata
payment of an amount equal to an annual Incentive Award at target under the Company's Employee
Incentive Program for the year of termination and any Incentive Award earned in respect of the
prior year but not yet paid to Mr. McDowell as of the date of termination. In addition, the
McDowell Letter Agreement provides that if Mr. McDowell is employed by the Company on December 31,
2009, Mr. McDowell will be entitled to receive a retention bonus in the amount of One Hundred
Thousand Dollars ($100,000) (the "Retention Bonus"), to be paid in a lump sum on the next regular
pay date after December 31, 2009. The McDowell Letter Agreement further provides that if, during
the period commencing on the effective date of the McDowell Letter Agreement and ending on December
31, 2009, Mr. McDowell's employment is terminated without Cause, then Mr. McDowell will be entitled
to receive payment of the Retention Bonus in addition to the severance benefits separately
described above.
The summary of the McDowell Letter Agreement contained herein is qualified in its entirety by
reference to the full text of the McDowell Letter Agreement which has been attached hereto as
Exhibit 99.5 and incorporated herein by reference.
3
Carol Amelio
On March 27, 2009, the Board approved the entering into a letter agreement (the "Amelio Letter
Agreement") between the Company and Carol Amelio, Vice President, General Counsel and Corporate
Secretary, amending the terms of Ms. Amelio's employment with the Company as set out in a letter
agreement previously disclosed as Exhibit 10.50 to the Company's Annual Report on Form 10-K, filed
on March 4, 2008. The Amelio Letter Agreement provides that if Ms. Amelio's employment is: (a)
terminated by the Company for any reason other than Cause (as defined in the Severance Agreement),
death or disability; or (b) a Constructive Termination Without Cause (as defined in the Severance
Agreement) occurs; then, the Company will pay Ms. Amelio severance in an amount equal to twelve
(12) months of Ms. Amelio's then current annual base salary and pro-rata payment of annual
Incentive Award at target under the Company's Employee Incentive Program for the year of
termination and any Incentive Award earned in respect of the prior year but not yet paid to Ms.
Amelio. In addition, the Amelio Letter Agreement provides that if Ms. Amelio is employed by the
Company on December 31, 2009, Ms. Amelio will be entitled to receive a retention bonus in the
amount of One Hundred Thousand Dollars ($100,000) (the "Retention Bonus"), to be paid in a lump sum
on the next regular pay date after December 31, 2009. The Amelio Letter Agreement further provides
that if, during the period commencing on the effective date of the Amelio Letter Agreement and
ending on December 31, 2009: (a) Ms. Amelio's employment is terminated without Cause; or (b) a
Constructive Termination Without Cause occurs; then, Ms. Amelio will be entitled to receive payment
of the Retention Bonus in addition to the severance benefits separately described above.
The summary of the Amelio Letter Agreement contained herein is qualified in its entirety by
reference to the full text of the Severance Agreement which has been attached hereto as Exhibit
99.6 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
99.1
Form of Employment Agreement between the NUCRYST Pharmaceuticals Inc. and David B. Holtz made
effective January 19, 2009.
99.2
Form of Stock Award Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz
effective March 27, 2009.
99.3
Form of Amending Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz effective
May 8, 2008.
99.4
Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and David B. Holtz.
99.5
Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and David McDowell.
99.6
Form of Letter Agreement between NUCRYST Pharmaceuticals Corp. and Carol L. Amelio.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Nucryst Pharmaceuticals Corp.
By:
/s/ Carol L. Amelio
Carol L. Amelio
DATE: March 30, 2009
Vice President, General Counsel and Corporate
Secretary
4