Exhibit 10.1
MEMORANDUM OF AGREEMENT ENTERED INTO AT MONTREAL, QUEBEC, ON THE 30th DAY OF
MARCH, 2007
BETWEEN:
CIARAN ROBERT GRIFFIN,
(hereinafter referred to as the "Executive")
AND:
NEUTRON ENTERPRISES, INC.,
(hereinafter referred to as "Neutron")
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