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
2
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