Exhibit
10.1
MEMORANDUM OF AGREEMENT ENTERED INTO AT MONTREAL,
QUEBEC, ON THE 30th DAY OF MARCH, 2007
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BETWEEN:
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CIARAN ROBERT GRIFFIN,
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(hereinafter referred to as the “Executive”)
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AND:
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NEUTRON ENTERPRISES, INC.,
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(hereinafter referred to as “Neutron”)
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WHEREAS the
Executive and Neutron entered into an Employment Agreement (the “Employment
Agreement”) dated January 11, 2006 relating to the employment of the Executive
by Neutron;
WHEREAS
pursuant to the Employment Agreement, the parties entered into a Stock Option
Agreement dated January 6, 2006 (the “First Stock Option Agreement”) whereby
Neutron granted to the Executive an option to purchase one hundred thousand
(100,000) shares of common stock of Neutron;
WHEREAS
the Executive and Neutron entered into a Stock Option Agreement (the “Second
Option Agreement”) dated August 3, 2006, whereby Neutron granted to the
Executive an option to purchase two hundred thousand (200,000) shares of common
stock of Neutron;
WHEREAS
the parties wish to terminate the Employment Agreement and the Second Option
Agreement and to amend the provisions of the First Option Agreement;
IT IS AGREED AS FOLLOWS:
1. PREAMBLE
1.1 The
Preamble to the present agreement shall form an integral part hereof as if
recited at full length herein.
2. TERMINATION OF AGREEMENTS
2.1 The
Employment Agreement is hereby terminated, subject to the payment of the items
indicated in this agreement as specified in Sections 3.1 and 3.2, by
mutual agreement effective April 30, 2007 (the “Termination Date”).
2.2 Notwithstanding the
foregoing, Section 5 of the Employment Agreement shall survive the
termination of same and shall remain in full force and effect.
2.3 The
Second Option Agreement and the options granted to the Executive by Neutron
pursuant thereto are hereby cancelled and annulled for all future purposes.
3. OTHER PROVISIONS
3.1 On
the Termination Date, Neutron shall pay to the Executive a lump sum severance
payment (the “Severance Payment”) in the amount of Thirty-seven Thousand Five
Hundred Dollars ($37,500.00), from which shall be deducted all appropriate
deductions at source.
3.2 In
addition to the foregoing, Neutron shall, on the Termination Date, transfer to
the Executive the laptop computer (the “Computer”) which he is currently
using. The Executive shall transfer to
another computer owned by Neutron, as Neutron may direct, all information
relating directly or indirectly to Neutron, its subsidiaries and/or its affiliates
(as those terms are defined in the Canada
Business Corporations Act) (all of the foregoing companies being
collectively referred to as the “Neutron Group”) that is in the Executive’s
said laptop computer and will delete all such information contained therein.
3.3 On
or prior to the Termination Date, the Executive shall ensure that all
correspondence, memoranda and other documents (whether in printed or
electronically-recorded form) pertaining or related in any way to any of the
Neutron Group, is transferred to
an individual or location as instructed by an authorized representative of
Neutron. The Executive shall not make or
maintain copies of the above information or documents.
3.4 Notwithstanding
the provisions of the First Option Agreement and Neutron’s Stock Option Plan,
the option granted to the Executive pursuant to the provisions of the First
Option Agreement (the “First Option”) shall vest in its entirety on the
Termination Date and the Executive shall have until October 31, 2008 to
exercise the First Option, after which date the First Option shall expire and
all rights to purchase shares of Neutron pursuant to the First Option shall
cease. This stock option is not
cancellable by Neutron before its expiry, save and except in accordance with
the provisions of paragraphs 6(c), 14, 16 and 17 of the Neutron Enterprises,
Inc. Amended 2005 Stock Plan provided that the rights of the Executive in
respect of such option are not affected differently than those of the other
executives of Neutron.
3.5 The
Executive agrees to co-operate with Neutron, prior to and after the Termination
Date, for an orderly transition of his duties to his successor. For clarification, this co-operation is
intended to take the form of normal professional responses to questions from
Neutron with respect to clarifying items presented in the financial statements
of the Company.
3.6 Neutron
shall provide the Executive with a letter of reference (the “Reference Letter”)
on or prior to the Termination Date.
3.7 The
Executive agrees that, until the Termination Date, he will diligently perform
on a timely basis all of the duties associated with his employment and will
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complete sign and file the Company’s 10k and
audited financial statements for the year ended December 31, 2006 on a timely
basis prior to his departure.
3.8 Provided
that the 10K for the year ended December 31, 2006 has been filed, Neutron
agrees that the Executive will take the period from April 16th, 2006 to April 30th to clear his remaining vacation entitlement.
4. RECEIPT, RELEASE AND DISCHARGE
4.1 Subject
to the obligations of the parties pursuant to the present Agreement and the
payment to the Executive of his salary and other benefits from the date hereof
until the Termination Date, the Executive hereby grants to the Neutron Group,
as well as their respective officers, directors, employees and representatives,
a receipt, release and discharge from any and all claims, demands, actions
and/or rights of action, present, past and/or future, of any nature whatsoever,
that he has, has had and/or may have against any and/or all of them relating
directly or indirectly to any of the Neutron Group, including, without in any
way limiting the generality of the foregoing, relating to the Employment
Agreement, the Second Option Agreement, his employment by Neutron and any stock
options that may have been granted to him, save and except for the First
Option.
5. MISCELLANEOUS AND CONCLUDING
PROVISIONS
5.1 Governing
Law
This agreement shall be
governed by and interpreted in accordance with the laws of the Province of
Quebec, Canada.
5.2 Severability
Each subsection and each
provision of a subsection of this agreement is independent of the other and if
any subsection or provision thereof is declared invalid, illegal or
unenforceable by final judgment of a competent court, then the remaining
subsections and provisions shall not be affected by such declaration and shall
remain valid, binding and enforceable.
5.3 Interpretation
Unless otherwise dictated
by the context, the singular number shall include the plural and vice versa;
the masculine shall include the feminine and vice versa and, where applicable
to firms, companies or corporations, the neuter.
5.4 Headings
The headings of this agreement are for convenience of
reference only and shall not affect in any manner any of the terms and
conditions hereof.
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5.5 Acts
and Documents
The parties agree to do,
sign and execute all acts, deeds, documents and corporate proceedings necessary
or desirable to give full force and effect to this agreement.
5.6 Binding
Effect
This agreement shall be
binding upon and enure to the benefit of the parties hereto and their
respective successors and legal representatives and shall not be assignable or
transferable except as provided herein.
5.7 Counterparts
This agreement may be executed
in two or more counterparts, each of which shall be deemed an original and all
of which together shall constitute one and the same agreement.
5.8 Language
The parties acknowledge
that they have required and consented that this agreement and all related
documents be prepared in English.
Les
parties reconnaissent avoir exigé que la présente convention et tous les
documents connexes soient rédigés en anglais.
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/s/ Ciaran Robert Griffin
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CIARAN ROBERT GRIFFIN, CA
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NEUTRON ENTERPRISES, INC.
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Per:
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/s/ Rory Olson
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