exh4_2.htm










Exhibit 4.2


 


 



EXECUTIVE EMPLOYMENT CONTRACT (the "Agreement") dated effective as of


January 29,2013 (the "Effective Date")












BETWEEN:







ALMADEN MINERALS LTD., a British Columbia company







hereinafterthe "Cor~oration"


AND:


MORGAN POLlQUlN


hereinafterthe "Executive"







WHEREAS the Corporation is a mineral exploration and development company;







AND WHEREAS the Executive is employed, and has agreed to continue to be employed


on the terms set forth in this Agreement, as the President and Chief Executive Officer of


the Corporation;







AND WHEREAS the Corporation recognizes the valuable services that the Executive has


provided and continues to provide to it and its subsidiaries and believes that it is


reasonable and fair to the Corporation that the Executive receive fair treatment in the


event of a Change of Control (as hereinafter defined) and the directors of the Corporation


have determined that it is in the best interests of the Corporation to induce the Executive


to remain in the employ of the Corporation and its subsidiaries by indicating that in the


event of a Change of Control the Executive would have certain guaranteed rights.







NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:







1.           Term







The term of this Agreement (the "Term") shall be for 2 years commencing the


Effective Date. The Term of this Agreement shall expire at the end of the day


which is the last day of the Term unless earlier terminated in accordance with the


provisions of this Agreement.







2.           Renewal







The T e n of this Agreement shall be extended for two additional successive terms


of 24 months each (each 24 month period being referred to as an "Extended


Term"), unless written notice to terminate this Agreement is given by either party


90 days prior to the expiration of the Term or an Extended Term or unless earlier


terminated in accordance with the provisions of this Agreement.







3.           Remuneration







(a)           Annual Salary







The Executive shall be entitled to receive from the Corporation remuneration in an


amount of $265,000 per annum ("Base Salary") subject to all requisite withholdings


and deductions as may be required under applicable law, but exclusive of any


bonuses, benefits or other compensation. Payment shall be made in monthly or


such other increments as may be agreed upon between the parties. The Base


Salary shall be subject to annual review and increase but not reduction and shall


be increased as may be agreed upon between the Executive and the Corporation.


The annual reviews shall be conducted in the month preceding each anniversary of


the commencement of the Term or an Extended Term.









  





  











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(b)           Other Benefits:







(i)           Indemnity including defraying of Expenses in any Proceedings


              which the Executive or any heirs or other personal representatives


              of the Executive may be joined by reason of being or having been


  an officer or director of the Corporation or of an affiliate of the


  Corporation. "Proceedings" shall include any legal proceeding or


  investigative action or proceeding whether current, threatened,


  pending or completed. "Indemnity" shall include indemnity for any


  judgement, penalty or fine awarded or imposed in, and amount paid


  in settlement of, a Proceeding. "Expenses" shall include costs,


  charges and expenses, including legal and other fees;







(ii)           participation in any health or other benefit plans that the Corporation


now or hereafter may acquire and maintain that is comparable to


those provided by the Corporation to other senior executives of the


Corporation and the right to participate in any share option plan,


compensation, share purchase plan, retirement or other similar plan


offered by the Corporation from time to time to its senior executives


and to the extent authorized by the board of directors of the


Corporation; and







(iii)           reimbursement for all expenses reasonably incurred by the


Executive, including entertainment, travel and other expenses


incidental to the performance by the Executive of duties pursuant to


the provisions of this Agreement subject always to the Executive


providing to the Corporation documentation authenticating such


expenses as may from time to time be reasonably required by the


Corporation.







4.           Responsibilities and Duties







The Executive shall serve the Corporation and any subsidiaries of the Corporation, on a


non-exclusive basis, in such capacity or capacities and shall perform such duties and


exercise such powers pertaining to the management and operations of the Corporation


and any of its subsidiaries as may from time to time be determined by the board of


directors of the Corporation (the "Board of Directors") consistent with the office of the


Executive. Without limiting the generality of the foregoing, the Executive shall hold the


offices of President and Chief Executive Officer.







The Executive shall:







(a)   devote reasonable time, attention and best efforts during normal business


hours to the business and affairs of the Corporation; and


 




  





  











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(b)    perform those duties that may reasonably be assigned to the Executive


diligently, faithfully and to the best of the Executive's abilities and in the best


interests of the Corporation; without limiting the generality of the foregoing,


the Executive shall assume the responsibilities and duties described in


Schedule "A".







5.           Vacation







The Executive shall be entitled to six (6) weeks vacation for each twelve month


period of employment during the Term or an Extended Term. Entitled vacation or


any portion thereof can, at the option of the Executive, be deferred in one year and


utilized in a later year.







6.           Confidentiality







As a condition of this Agreement, all information acquired by the Executive relating


to or connected with the business or corporate affairs of the Corporation shall be


kept in strict confidence and shall not be disclosed to anyone other than the Board


of Directors, other executive officers of the Corporation or the Corporation's


professional advisors (but only on a "need to know" basis), unless required


pursuant to the securities legislation governing the Corporation or otherwise by


law.







7.           Termination







This Agreement will terminate or may be terminated for any one of the following


reasons:







(a)           voluntary, upon at least three (3) months prior written notice of termination


by the Executive to the Corporation; or







(b)           without Cause, as hereinafter defined in Section 9, upon at least three (3)


months prior written notice of termination by the Corporation to the


Executive; or







(c)           by the Corporation for Cause; or







(d)           upon the death or disability of the Executive, as hereinafter defined in


Section 10; or







(e)            upon retirement by the Executive.







8.           Termination by the ExecutiveVoluntarily or by the Corporationfor Cause







If the Executive shall voluntarily terminate employment under this Agreement or if


the employment of the Executive is terminated by the Corporation for Cause, then


all compensation and benefits as theretofore provided shall terminate immediately


upon the effective date of termination and no special severance compensation will


be paid.


 




  





  











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Cause to terminate the Executive's employment shall mean:







(a)   the repeated and demonstrated failure by the Executive to perform the 

Executive's material duties under this Agreement, after demand for


substantial performance is delivered by the Corporation to the Executive


that specifically identifies the manner in which the Corporation believes the


Executive has not substantially performed the Executive's duties under this


Agreement; or




 


(b)   the willful engagement by the Executive in misconduct which is materially 

injurious to the Corporation, monetarily or otherwise; or


 




(c)   any other willful violation by the Executive of the provisions of this


Agreement; or


 


(d)   the Executive is convicted of a criminal offence involving fraud or


dishonesty.









9.             Termination by the Corporation Without Cause







If the Corporation shall terminate the Executive's employment under this


Agreement for any reason except for Cause (as defined in paragraph 8) then, upon


the effective date of termination, the Corporation shall pay the Executive in one


lump sum an amount equal to two (2) times the Executive's then current Base


Salary, less all statutory withholdings and deductions. All the benefits theretofore


provided to the Executive shall be continued as if the Executive was still an


employee of the Corporation for a period of twelve (12) months from the date of


termination or until equal or better benefits are provided by a new employer.


whichever shall first occur.







10.          Termination by Death or Disability







If the Executive dies or becomes disabled before the Executive's employment is


otherwise terminated, the Corporation shall pay the Executive or the Executive's


estate, an amount of compensation equal to six (6) months of the Executive's then


current Base Salary and all the benefits theretofore provided to the Executive shall


be continued, for a period of six (6) months from the date of Death or Disability as if


the Executive were still an employee of the Corporation. If such termination is due


to the Executive's Death, payment shall be made in one lump sum to the


Executive's Designate. If no Executive's Designate survives the Executive, the


entire amount shall be paid to the Executive's estate within sixty (60) days of the


Executive's death. If such termination is due to the Executive's Disability, payment


shall be made in one lump sum to the Executive within sixty (60) days of the


Executive's Disability. The compensation provided under this paragraph shall be in


addition to that payable from any insurance coverage providing compensation upon


Death or Disability.







11.         Termination Following Change in Control







(a)       For purposes of this Agreement, a Change in Control shall be deemed to


have occurred if:


 




  





  











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(i)    any person or any person and such person's associates or affiliates, 

as such terms are defined in the Securities Act (British Columbia)


(the "Act"), makes a tender, take-over or exchange offer, circulates


a proxy to shareholders or takes other steps to effect a takeover of


the control of the Corporation, whether by way of a reverse take-


over, formal bid, causing the election or appointment of a majority of


directors of the Corporation or otherwise in any manner whatsoever;


or


 




(ii)   during any period of eighteen (18) consecutive months (not 

including any period prior to the Effective Date), individuals who at


the beginning of such period constituted the Board of Directors and


any new directors, whose appointment by the Board of Directors or


nomination for election by the Corporation's shareholders was


approved by a vote of at least three quarters (3/4) of the Board of


Directors then still in office who either were directors at the


beginning of the period or whose appointment or nomination for


election was previously so approved, cease for any reason to


constitute a majority of the Board of Directors; or











(iii)   the acquisition by any person or by any person and such person's 

affiliates or associates, as such terms are defined in the Act, and


whether directly or indirectly, of common shares of the Corporation


at the time held by such person and such person's affiliates and


associates, totals for the first time, twenty percent (20%) or more of


the outstanding common shares of the Corporation.




 


(b)   Notwithstanding any other provisions in this Agreement regarding 

termination, if any of the events described above constituting a Change in


Control shall have occurred during the Term or an Extended Term, upon the


termination of the Executive's employment (unless such termination is


because of the Executive's Death or Disability, by the Corporation for


Cause or by the Executive other than for "Good Reason", as defined below)


the Executive shall be entitled to and will receive no later than the ffteenth


(15th day following the date of termination a lump sum severance payment


equal to three (3) times the Executive's then current Base Salary. In


addition, all benefits then applicable to the Executive shall be continued for


a period of eighteen (18) months after the date of termination.




 


(c)   For purposes of this Agreement, "Good Reason" shall mean, without the


Executive's express written consent, any of the following:







(i)         the assignment to the Executive of any duties inconsistent with the


status or authority of the Executive's office, or the Executive's removal


from such position, or a substantial alteration in the nature or status of


the Executive's authorities or responsibilities from those in effect


immediately prior to the Change in Control;


 




  





  











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(ii)       a reduction by the Corporation in the Executive's Base Salary as in 

effect on the date hereof or as the same may have been increased


from time to time, or a failure by the Corporation to increase the


Executive's Base Salary as provided for herein or at a rate


commensurate with that of other key executives of the Corporation;




 


(iii)      the relocation of the office of the Corporation where the Executive is


employed at the time of the Change in Control (the "CIC Location") to


a location more than ffi (50) miles away from the CIC Location, or


the Corporation's requiring the Executive to be based more than fQ


(50) miles away from the CIC Location (except for requiring travel on


the Corporation's business to an extent substantially consistent with


the Executive's business travel obligations prior to the Change in


Control);







(iv)      the failure by the Corporation to continue to provide the Executive


with benefits at least as favourable as those enjoyed by the Executive


prior to the Change in Control, the taking of any action by the


Corporation which would directly or indirectly materially reduce any of


such benefits or deprive the Executive of any material fringe benefit


enjoyed by the Executive at the time of the Change in Control, or the


failure by the Corporation to provide the Executive with the number of


entitled vacation days to which the Executive has earned on the basis


of years of service with the Corporation; or







(v)       the failure of the Corporation to obtain a satisfactory agreement from


any successor to assume and agree to perform this Agreement or, if 


the business of the Corporation for which the Executive's services are


principally performed is sold within two (2) years after a Change in


Control, the purchaser of such business shall fail to agree to provide


the Executive with the same or a comparable position, duties, salary


and benefits as provided to the Executive by the Corporation


immediately prior to the Change in Control.







Following a Change in Control during the Term, or an Extended Term, the


Executive shall be entitled to terminate the Executive's employment for Good


Reason.







(d)   In the event the Executive is entitled to a severance payment under this


Agreement, then in addition to such severance payment, the Executive shall


be entitled to employment search assistance to secure other comparable


employment for a period not to exceed one (1) year or until such


comparable employment is found, whichever is the sooner, with fees for


such assistance to be paid by the Corporation.







The Executive's right to receive the aforementioned payment and benefits is


expressly contingent upon the signing of a waiver and release satisfactory to the


Corporation which releases the Corporation and its affiliates from all claims and


liabilities arising out of the Executive's employment and termination and including


confidentiality provisions, which waiver and release is satisfactory to the


Corporation with the respect to form, substance and timeliness.


 




  





  











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12.      Library 






The Executive has, as a part of his professional development, assembled a


collection of academic publications, conference proceedings, books, journals and


other publications together with information and data in electronic or other format


(the "Library"). The parties acknowledge that, notwithstanding that the Corporation


has defrayed all or a portion of the cost of the Library and that it was assembled, in


part, by the Executive while employed by the Corporation, the Executive is entitled


to maintain and utilize the Library for his own personal and professional use


absolutely, and, in the event of termination or lapse of this Agreement, to retain the


Library for his own use absolutely and to remove it from the Corporation's


premises.


 




13.      Notice 






(a)       Any notice, direction or other instrument required or permitted to be given


hereunder shall be in writing and shall be delivered either by personal


delivery or registered mail and addressed;


 


in the case of the Executive,


 


6370 Alma Street


Vancouver BC V6NlY6


 


in the case of the Corporation,


 


Suite 750 - 1103 West Pender St.


Vancouver, B.C. V6C 2T8


 


 


(b)        Any such notice, direction or other instrument will be deemed to have been


given and received, if personally delivered, on the day it was delivered, and


if by registered mail, on the third business day following the date of mailing,


except in the event of disruption of the postal service in which event notice


will be deemed to have been received only when actually received.




 


13.      Governing Law







This Agreement shall be governed by the laws of the Province of British Columbia


and shall be binding upon the successors and assigns of the Corporation and the


Executive. Should there be a disagreement or a dispute between the parties hereto


with respect to this Agreement or the interpretation thereof, the matter or


disagreement or dispute shall be attempted to be resolved by mediationfailing which,


the same shall be referred to a single arbitrator pursuant to the Arbib-ation Act of


British Columbia, and the determination of such arbitrator shall be final and binding


upon the parties hereto


 




  





  











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14.      Independent Legal Advice 






The Executive represents and warrants to the Corporation and acknowledges and


agrees that the Executive has had the opportunity to seek and was not prevented


or discouraged by the Corporation from seeking independent legal advice with


respect to the contents herein and the Executive fully understands the terms and


legal effect of this Agreement.




 


15.      Severability 






If any one or more of the provisions contained herein should be invalid, illegal or


unenforceable in any respect in any jurisdiction, the validity, legality and


enforceabilityof such provision shall not in any way be affected or impaired thereby


in any other jurisdiction and the validity, legality and enforceability of the remaining


provisions contained herein shall not in any way be affected or impaired thereby.


 




16.      Only Agreement 






This Agreement shall constitute the only agreement between the parties governing


the employment of the Executive and shall supersede any and all prior agreements.


that may have existed between the parties.




 


17.      Successors







This Agreement is binding upon and enures to the benefit of the Corporation and


its successors and the Executive and the heirs, executors, and personal legal


representatives of the Executive. The Executive may not assign, pledge or


encumber the Executive's interest in this Agreement or assign any of the rights or


duties of the Executive hereunder without the prior written consent of the


Corporation.












IN WITNESS WHEREOF the parties have executed this Agreement at Vancouver, British


Columbia as of the day and year first above written.





 




  





  











  






 


SCHEDULE 'A'












RESPONSIBILITIES & DUTIES


 


PRESIDENT AND CHIEF EXECUTIVE OFFICER ("CEO")







The CEO shall perform the duties of the position in co-ordination with the Executive Chairman of,


subject to the general supervision of and pursuant to the orders, advice and direction of, the Board


of Directors of Almaden Minerals Ltd. ("Almaden"). The CEO shall also render such other


reasonable and related services and duties as may be assigned to the position &om time to time by


the Board of Directors of Almaden. The CEO shall report directly to the Board of Directors of


Almaden.







Duties:







The CEO is the corporate officer responsible for managing the day to day activities and operations


management of Almaden and as such shall be responsible for the design, operation and


improvement of the systems that create Almaden's exploration and development opportunities. The


CEO accordingly shall have the primary responsibility:







1.     To direct and oversee all business and operational activities of Almaden including planning


and directing all exploration activities, development, mining and other such functions and 


supervising exploration staff (including the monitoring of geologists' project daily reports) 


and planning and implementation of all social and community relations programs and


environmentalpermitting and the hiring and dismissal of staff.







2.     To initiate solutions to the key business challenges of Almaden, including acting as


principal prospector and development and initiation of exploration concepts and new


projects.







3.     To participate in sourcing and negotiating acquisition and disposition conhacts, fmancial


arrangements for the further expansion and development of Almaden including joint


ventures, mergers, acquisitions and debt and equity financing.







4.     To co-ordinate with the Chief Financial Officer of Almaden on the making of corporate


filings.












5.     To provide a 'finger on the pulse' of relevant issues and trends that could affect corporate


reputation andlor industry position.












6.     To maintain professional status with training, knowledge, memberships and a network of


contacts appropriate to these duties.







Essential Functions:


 


1.           Represent and speak for Almaden with securities regulators, shareholders, potential


investors and other members of the industry, including the preparation and display of


corporate power-points.


 




  





  











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2.             Develop sbategic business development and key corporate planning issues and make


recommendations to the Board of Directors on major business decisions, including


allocation of resources amongst the various projects being conducted by Almaden.












3.            Monitor performance against performance goals to ensure that progress is being made and


collective action - if necessary - is taken.


	
Ensure adherenceto annual budgets.


	
Build an organizationculture in which performance matters.