Filed by Bowne Pure Compliance



 




Exhibit 10.5




Option No. 2007-___ 




NEUTRON ENTERPRISES, INC.




FORM OF NONQUALIFIED

STOCK OPTION AGREEMENT

UNDER THE

NEUTRON ENTERPRISES, INC.

2007 STOCK INCENTIVE PLAN




This Agreement is made as of the date set forth on Schedule A hereto (the “Grant Date”) by and
between Neutron Enterprises, Inc. (the “Company”), and the person named on Schedule A hereto (the
“Optionee”).



WHEREAS, Optionee is a valuable employee of the Company, which for this purpose includes all
subsidiaries of the Company, and whereas the Company considers it desirable and in its best
interest that Optionee be given an inducement to acquire a proprietary interest in the Company and
an incentive to advance the interests of the Company by granting the Optionee an option to purchase
shares of common stock of the Company (the “Common Stock”); and



WHEREAS, to cover the granting of such Options, the Company has adopted the Neutron
Enterprises, Inc. 2007 Stock Incentive Plan (the “Plan”).



NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that as of the
Grant Date, the Company hereby grants Optionee an option (the “Option”) to purchase from it, upon
the terms and conditions set forth in this Agreement and the Plan, that number of shares of the
authorized and unissued Common Stock of the Company as is set forth on Schedule A hereto.



1. Terms of Stock Option. The Option to purchase Common Stock granted hereby is
subject to the terms, conditions, and covenants set forth in the Plan as well as the following:




	 	(a)	 	The Optionee has been provided with, reviewed and fully
understood, the terms, conditions and covenants, of the Plan;

	 
	 	(b)	 	This Option is granted under, and subject in its entirety to,
the terms of the Plan;

	 
	 	(c)	 	The per share exercise price for the shares subject to this
Option is set forth on Schedule A hereto;

	 
	 	(d)	 	This Option shall vest in accordance with the vesting schedule
set forth on Schedule A hereto, subject to whatever other limitations are set
forth within the Plan or contained in this Agreement;





 


 









 






	 	(e)	 	No portion of this Option may be exercised more than five (5)
years from the Grant Date; and

	 
	 	(f)	 	This Option shall be subject to the restrictions on
transferability set forth within the Plan.






2. Payment of Exercise Price. The Option may be exercised, in part or in whole, only
by written request to the Company accompanied by payment of the exercise price in full either: (i)
in cash for the shares with respect to which it is exercised; (ii) if the shares underlying the
option are registered under the Securities Act, by delivering to the Company a notice of exercise
with an irrevocable and unconditional direction to a creditworthy broker-dealer registered under
the Securities Exchange Act of 1934, as amended, to sell a sufficient portion of the shares and
deliver the sale proceeds directly to the Company to pay the exercise price; (iii) by delivering
previously owned shares of Common Stock or a combination of shares and cash having an aggregate
Fair Market Value (as defined in the Plan) equal to the exercise price of the shares being
purchased; provided, however, that shares of Common Stock delivered by the Optionee
may be accepted as full or partial payment of the exercise price for any exercise of the Option
hereunder only if the shares have been held by the Optionee for at least six (6) months, are not
subject to any repurchase, vesting or similar right, and such method of payment is then permitted
by law; (iv) by reducing the number of shares of Common Stock otherwise issuable under the Option
to the Optionee upon the exercise of the Option by a number of shares of Common Stock having a Fair
Market Value (as defined in the Plan) equal to the aggregated exercise price; provided,
however, that such method of payment is then permitted under applicable law; (v) to the
extent permitted by applicable law, by: (A) delivery of a promissory note of the Optionee to the
Company on terms determined by the Board, or (B) payment of such other lawful consideration as the
Board may determine; or (vi) by any combination of the above permitted forms of payment.




3. Miscellaneous.




	 	(a)	 	This Agreement is binding upon the parties hereto and their
respective heirs, personal representatives, successors and assigns.

	 
	 	(b)	 	This Agreement will be governed and interpreted in accordance
with the laws of the State of Nevada, and may be executed in more than one
counterpart, each of which shall constitute an original document.

	 
	 	(c)	 	No alterations, amendments, changes or additions to this
agreement will be binding upon either the Company or Optionee unless reduced to
writing and signed by both parties.

	 
	 	(d)	 	Capitalized terms used within this Agreement unless otherwise defined, shall
have the meaning ascribed thereto in the Plan.

	 
	 	(e)	 	Nothing contained herein shall be construed as a guarantee of continued employment of
Optionee for any specific duration of time.





 


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IN WITNESS WHEREOF, the Company has caused this option to be executed by its duly authorized
officer.



	 	 	 	 	 
	 	 	NEUTRON ENTERPRISES, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:





 


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OPTIONEE’S ACKNOWLEDGEMENT




The undersigned hereby acknowledges receipt of the foregoing option and a copy of the
Company’s 2007 Stock Incentive Plan.



	 	 	 	 	 
	 	 	OPTIONEE:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





 


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Schedule A





	1.	 	Optionee:                               

	 
	2.	 	Grant Date: October 15, 2007

	 
	3.	 	Number of Shares of Common Stock covered by the Option:                     

	 
	4.	 	Exercise Price: $0.65

	 
	5.	 	The Option shall vest in accordance with the following schedule:







	 	(a)	 	General Vesting Provisions:

	 
	 	(i)	 	Options to purchase 
 _____ 
shares shall vest on April 15, 2009 (the
“First Vesting Date”) provided Optionee remains continuously employed by the Company
from the Grant Date through the First Vesting Date; and if Optionee shall not remain
continuously employed by the Company through the First Vesting Date, Optionee shall
forfeit upon such termination of service, the right to vest in all of the Options
granted under this Agreement; and

	 
	 	(ii)	 	thereafter, on October 15, 2009 (the “Second Vesting Date”), Options to
purchase
 _____ 
shares shall vest provided Optionee remains continuously employed
by the Company from the Grant Date through the Second Vesting Date; and if a
termination of service occurs prior to the Second Vesting Date, all of the unvested
Options as of the date such termination of service shall no longer continue to vest
after such termination of service, and thereafter Optionee shall forfeit any and all
rights to any unvested Options.

	 
	 	(b)	 	Other:

	 
	 	(i)	 	upon whatever earlier dates as are permitted by the Company in its sole
discretion; or

	 
	 	(ii)	 	as otherwise provided for, and in accordance with, the terms and provisions of
the Plan.







	6.	 	Once a termination of employment or other service to the Company occurs, all Options to which
Optionee is then entitled to exercise may only be exercised, if at all, in accordance with,
and subject to, the terms and provisions of the Plan, unless otherwise provided for in this
Option Agreement.







 


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