NUCRYST Pharmaceuticals Corp. Board Compensation Plan (June 2008)

Summary

This agreement outlines the compensation plan for members of the Board of Directors of NUCRYST Pharmaceuticals Corp. as of June 2008. It details the types and amounts of compensation, including initial and annual equity grants, cash retainers, meeting fees, and travel reimbursements. Directors are required to maintain a minimum equity holding and may choose to receive deferred share units instead of cash payments. The plan also specifies additional compensation for committee chairs and members, with certain vesting schedules and ownership requirements.

EX-10.58 2 o41588exv10w58.htm EXHIBIT 10.58 exv10w58
Exhibit 10.58
June, 2008
NUCRYST Pharmaceuticals Corp.
Board Compensation
     
Category   NUCRYST Plan
Initial Equity Grant  
5,000 Restricted Shares
(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
   
 
Board Meeting Fees
(including telephone meetings)
 
$2,000/meeting
   
 
Annual Stock Award  
3,000 Restricted Shares
(50% vest after 1 year and 50% after second year)
   
 
   
2,000 Stock Options
   
 
Committee Chair Annual Retainer  
$7,500 for Audit
   
$5,000 for Human Resources & Compensation
   
$5,000 for Corporate Governance and Nominating
   
$15,000 for Chair of Special Committee
   
$10,000 for Special Committee Non-Chair Members
   
$20,000 for Lead Director
   
 
Committee Meeting Fees  
Audit
(including telephone meetings)  
Chair — $1,500/meeting
   
Member — $1,200/meeting
   
 
   
HR & Compensation / Corp. Gov. & Nominating
   
Chair — $1,000/meeting
   
Member — $800/meeting
   
 
   
Special Committee
   
Chair/Member — $2,000/meeting
   
 
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
 
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 will continue with its deferred share unit plan whereby directors may elect to receive DSUs in lieu of cash fees (retainers and meeting fees).