EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") dated January 11, 2006 and effective
as of February 1, 2006, between CIARAN XXXXXX XXXXXXX, an individual (the
"Executive"), and NEUTRON ENTERPRISES INC., a corporation governed by the laws
of the State of Nevada ("Neutron").
RECITALS
Neutron is publicly traded media company operating from its head office in
Mississauga, Ontario, which seeks to build and expand a digital signage
broadcast network ("DSBN" or the "Business").
Xxxxxx Xxxxxxx is an experienced Chartered Accountant with sufficient business
experience to act as Chief Financial Officer of Neutron Enterprises, Inc.
Neutron and the Executive wish to enter into an agreement for the provision of
services by the Executive to Neutron. This agreement shall also cover
responsibilities to all subsidiaries.
AGREEMENT
In consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. EMPLOYMENT AGREEMENT
(a) Neutron agrees to employ the Executive and the Executive agrees to be
employed by Neutron for the provision of the services described in the attached
Schedule "A" on the terms and conditions set out in this Agreement. Pursuant to
this Agreement, Xxxxxx Xxxxxxx shall devote at least sixty-five percent of his
working time to the business and affairs of Neutron. Subject to the forgoing,
the Executive and Neutron agree that the engagement is non-exclusive provided
that the Executive shall not directly or indirectly provide services to any
entity that operates a business competitive to Neutron.
(b) The Employment Services may be amended from time to time provided that such
amendment is agreed to in advance and in writing by the undersigned parties. In
the event of such an amendment, Schedule "A" shall be revised accordingly and
shall be deemed to be incorporated into, and form part of, this Agreement as so
amended.
2. COSTS
Neutron shall be responsible for:
(i) reasonable travel and related meal and accommodation costs arising from the
performance of Employment Agreement; and
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(ii) any reasonable additional out-of-pocket expenses incurred in performing the
Employment Agreement deemed reasonable by Neutron.
In the event that any cost described above is incurred by the Executive, Neutron
shall reimburse the Executive in the full amount of the corresponding invoice(s)
and such reimbursement shall be paid within 30 calendar days of presentment.
The Executive will use reasonable efforts to notify Neutron in advance of any
single item costs expected to exceed $500.
3. REMUNERATION
(a) The remuneration (the "Salary") of the Executive for his services shall be
at the rate of one hundred and fifty thousand dollars ($150,000.00) per annum
payable in twenty four (24) equal installments in arrears on a semi-monthly
basis. The Salary shall be reviewed on each anniversary of employment hereunder.
The review will be undertaken by assessing the Executive's achievement of the
overall objectives established by Neutron and by having regard to the market
rates of remuneration paid in Ontario for similar duties and responsibilities.
(b) Upon the adoption of a Stock Option Plan for Directors, Officers, Employees
and Service Provides of Neutron (the "Stock Option Plan"), management of Neutron
will be entitled to participate in Neutron's Stock Option Plan. The Management
of Neutron shall recommend for approval by the board of directors of Neutron a
grant of 100,000 options to the Executive. Vesting and the other terms and
conditions of such grant and the underlying options shall be in accordance the
determination of the Board of Directors and with the terms and conditions of the
Stock Option Plan and applicable law.
(c) The Executive shall also be entitled to such performance bonuses and or
additional options as management of Neutron may from time to time award to the
Executive, in its sole discretion.
(d) Neutron will pay the professional membership fees of the Executive (CA and
CFA)
(e) Neutron shall provide parking for the Executive's car.
(f) The Executive shall be entitled to participate in any Company benefit and
group insurance plans made available by Neutron to other Executives in
comparable management positions.
4. PERFORMANCE AND RESPONSIBILITIES
(a) The Executive will faithfully, honestly and diligently serve Neutron and
will at all times use his best endeavours to promote the interest and welfare of
Neutron in accordance with such directions as may from time to time be given to
him by Neutron and in accordance with the policies of Neutron as set forth from
time to time.
(b) The Executive shall not delegate any of its duties and obligations hereunder
or retain others to perform such service without the written consent of Neutron.
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(c) The Executive in addition to Schedule "A" shall also perform such other
tasks and duties related to the foregoing as may from time to time be determined
by the President, or such person as the President may designate. The Executive
shall, in carrying out the obligations under this agreement, report directly to
the President, or such person as the President may designate. The Employee shall
work based out of Neutron's offices in Mississauga, Ontario.
5. CONFIDENTIALITY
(a) Each of the Executive and Neutron undertakes to the other, on behalf of
itself and its employees, officers, directors, agents and affiliates, that it
shall keep confidential and shall not, without the prior written consent of the
party to whom the information belongs, disclose to any person, nor use or
exploit commercially for its own purposes, any information obtained relating to
the subject matter or performance of this Agreement; provided, however, that the
Executive and Neutron may each disclose such information (i) to its affiliates
for any purposes reasonably incidental to the purposes of this Agreement, (ii)
to their respective advisors for use in connection with rendering advice with
respect to the performance of this Agreement, and (iii) as is required to be
disclosed by operation of law, legal process or any stock exchange regulations
or any binding judgment or order, or by any requirement or any competent,
federal, provincial, state, local or foreign court, administrative agency or
governmental or regulatory authority or body. In performing its obligations
under this Subsection, each of the Executive and Neutron shall use all
reasonable efforts to ensure that its employees, officers, directors and agents
and its affiliates observe the foregoing confidentiality obligations.
(b) Subsection 5(a) shall not apply to information:
(i) acquired from a third party with the right to divulge the same;
(ii) which, prior to or after the date of this Agreement, the
Executive and Neutron jointly decide to disclose; or
(iii) which is or becomes within the public domain (otherwise than
through the fault of the party to this Agreement seeking to rely
on the information being in the public domain).
6. TERMINATION
(a) The employment of the Executive hereunder may be terminated in the following
manner:
(i) The Executive may resign his employment upon one (1) months'
prior written notice.
(ii) Neutron may terminate the Executive's employment hereunder
forthwith by giving to the Executive written notice of such
termination, in the event of,
(A) a material breach of any term of this Agreement by the
Executive;
(B) a failure by the Executive to substantially perform his
duties hereunder; or
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(C) any other reason, which, under common law, would constitute
just cause for the termination of employment hereunder;
and this Agreement shall be terminated and the Executive shall cease to
be employed hereunder immediately upon delivery of such notice to the
Executive.
(iii) Neutron may, by written notice, terminate the Executive's
employment hereunder, in its sole discretion and for any reason
whatsoever, by paying to the Executive an amount (hereinafter
called the "Severance Amount") equal to the greater of :
(a) The total amount of Salary, bonuses and other
remuneration paid (including any amount not paid, but
which is earned by the Executive) by Neutron to the
Executive during the 12 month fiscal period of
Neutron (hereinafter called the "12 Month Fiscal
Period") immediately preceding the date on which
notice of termination is given to the Executive;
(b) $150,000
in which event, his employment will terminate upon receipt of
notice of termination; provided, however, that if the notice
period set forth is less than the notice period prescribed by the
Employment Standards Act (Ontario), as the same may from time to
time be amended or replaced, then the notice period prescribed by
that Act shall be deemed to apply and this paragraph shall be
amended accordingly.
(b) Upon the termination of this Agreement, each party hereto shall return to
the other forthwith all materials and property of the other and make all
payments required hereunder.
7. VACATION
The Executive shall be entitled to four (4) weeks' vacation with pay during each
year of his employment hereunder, which vacation shall accrue on a calendar year
basis. Such vacation shall be taken at such time or times as shall be most
convenient having regard to the demands of the business and affairs of Neutron.
In no event shall any single vacation exceed ten (10) working days in duration.
In the event that the vacation is not used in the year earned, a maximum of 10
days may be carried forward to the next year.
8. NOTICES
All notices and other communications required under this Agreement shall be in
writing and shall be deemed to have been given if delivered by hand, by courier
or by fax to the party at the address and telecopier numbers noted below:
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If to the Employee, at:
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx X0X 0X0
Fax Number: 000-000-0000
Attention: Xxxxxx Xxxxxxx
If to Neutron, at:
0 Xxxxxxxxx Xxxxxx, xxxxx 0000
Xxxxxxxxx, Xxxxxx X0X 0X0
Fax Number: 000-000-0000
Attention: Chief Executive Officer
All notices given in accordance with this Section shall be effective at the time
of delivery or transmission, as the case may be. Either party may amend such
address and notice by written notice to the other party in accordance with this
Section 8.
9. MISCELLANEOUS
(a) The parties confirm the accuracy of the recitals and schedules to this
Agreement and acknowledge that the same form part of this Agreement.
(b) "affiliate" has the meaning ascribed to that term in the Business
Corporations Act (Ontario), as amended from time to time.
(c) This Agreement shall constitute the entire agreement between the Executive
and Neutron with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter.
(d) This Agreement shall be construed, administered and enforced according to
the laws of the Province of Ontario and the laws of Canada applicable therein.
Each of the parties agrees that any suit, action or proceeding arising out of or
relating to this Agreement against it or any of its assets may be brought in any
court of the Province of Ontario or Canada and hereby irrevocably and
unconditionally attorns and submits to the jurisdiction of such courts over the
subject matter of any such suit, action or proceeding.
(e) This Agreement may be amended or waived only by a written instrument
executed by each of the parties hereto.
(f) This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but no party may,
directly or indirectly, assign or transfer this Agreement or any right or
obligation without the prior written consent of the other party.
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(g) The terms and provisions of this Agreement are intended solely for the
benefit of the Executive and Neutron and their respective affiliates, successors
or permitted assigns, and it is not the intention of the parties to confer third
party beneficiary rights upon any other person.
(h) Any provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without affecting, impairing or invalidating the remaining
provisions or the enforceability of this Agreement.
(i) The failure at any time of either party to require performance by the other
party of any responsibility provided for in this Agreement shall in no way
affect the right to require full performance of any such responsibility at any
time thereafter, nor shall the waiver by either party of a breach of any
provision of this Agreement by the other party constitute a waiver of any
succeeding breach of the same or any other provision nor shall it constitute a
waiver of the responsibility itself.
(k) All dollar amounts in this Agreement are stated in Canadian currency.
The parties have, by their duly authorized officers, executed this Agreement as
of the date first above written.
EMPLOYEE NEUTRON ENTERPRISES INC.
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
------------------ ------------------
Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
Title: President
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SCHEDULE "A"
EMPLOYMENT SERVICES
As Chief Financial Officer you shall be responsible to direct Neutron's
financial goals, objectives, and budgets. You will oversee the investment of
funds and manage associated risks, supervise cash management activities, execute
capital-raising strategies to support a Neutron's expansion, and deal with
mergers and acquisitions
The following are some of the Services to be provided by the Executive to
Neutron:
Consolidated financial statement preparation, including MD&A for quarterly and
annual statements and 10Ks and 10Qs filings
Handled all internal and external reporting obligations
Develop and Implement financial and management control policies
Co-ordinated year-end audit. Handled all consolidation level disclosures and
consolidated tax provision
Planning and implementing Xxxxxxxx-Xxxxx compliance in coordination with legal
counsel
Develop and implement reporting and control framework for portfolio of fixed
income securities
Review, implement necessary Insurance overages including D&O, general liability,
and false advertising
Develop banking lines of credit and negotiation of bank fees
Application of Government Grant Programs
Calculation and amortization for warrants and options using Black-Scholes option
model
Non-resident withholding tax calculations, monthly tax filings and annual
reporting
Tax planning including setting up intercompany loans, dividends and management
fees in discussion with external tax advisors
Manage annual budget process and re-forecasts
Manage staff responsible for company accounting, payables and special projects
Coordinating due diligence on any acquisitions
Provided financial updates to the Board of Directors as requested
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