exh4_1.htm










Exhibit 4.1


 


 



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


January 29,2013 (the "Effective Date")












BETWEEN:







ALMADEN MINERALS LTD., a British Columbia company







hereinafter the "Cornoration"


AND:


HAWK MOUNTAIN RESOURCES LTD., a British Columbia


company







hereinafter the "Management Company"












WHEREAS the Corporation is a mineral exploration and development company;







AND WHEREAS the Management Company has provided the services of Duane Poliquin


(the "Executive") who has acted, and the Management Company has agreed, on the terms


set forth in this Agreement, to continue to provide the services of the Executive to continue


to act, as the Executive Chairman 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


Management Company to provide the Executive's services, and to continue providing the


Executive's services, to the Corporation and its subsidiaries by indicating that in the event


of a Change of Control the Management Company would have certain guaranteed rights


with regard to the providing of the services of the Executive.







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 Term 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.


 




  





  











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3.  Benefits







(a)           Annual Management Fee







The Management Company shall be entitled to receive from the


Corporation remuneration in an amount of $240,000 per annum ("Base


Fee"), exclusive of any bonuses, benefits or other compensation which may


be payable to the Management Company or the Executive. Payment shall


be made in monthly or such other increments as may be agreed upon


between the parties. The Base Fee shall be subject to annual review and


increase but not reduction and shall be increased as may be agreed upon


between the Management Company 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.







(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 by the Executive 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


Management Company or 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 or Management Company 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 Management Company shall provide the services of the Executive, on a non-


exclusive basis, who shall serve the Corporation and any subsidiaries of the


Corporation 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 oftice of Executive Chairman of the Board.









  





  











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The Management Company shall cause the Executive to:







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


       business hours to the business and affairs of the Corporation; and


 


(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 Management Company shall cause the Executive to


      assume the responsibilities and duties as described in Schedule "A".







5.  Provision of Services







The Management Company shall provide the Executive's services to the


Corporation for not less than an aggregate fortv-six (46) weeks for each twelve 


month period during the Term or an Extended Term; provided that, if more than


fortv-six (46) weeks of the Executive's services are provided to the Corporation


during such a twelve month period, any portion of such excess can, at the option of


the Management Company, be utilized in partial satisfaction of this requirement in


a subsequent twelve month period.







6.  Confidentiality







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


Company or 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 Management Company 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


                Management Company; or







(c)           by the Corporationfor Cause; or


 




  





  











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(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 Management Company Voluntarily or b y the Corporation


   for Cause







If the Management Company shall voluntarily terminate the provision of the


sewices of the Executive under this Agreement or if the engagement of the


Management Company hereunder 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 termination compensation will


be paid.







Cause to terminate the Management Company's engagement hereunder shall


mean:







(a)           the repeated and demonstrated failure by the Executive or the Management


Company to perform the Executive or the Management Company's material


duties under this Agreement, after demand for substantial performance is


delivered by the Corporation to the Management Company and the


Executive that specifically identifies the manner in which the Corporation


believes the Executive or the Management Company has not substantially


performed the Executive or the Management Company's duties under this


Agreement; or







(b)           the willful engagement by the Executive or the Management Company in


misconduct which is materially injurious to the Corporation, monetarily or


otherwise; or


 


   (c)           any other willful violation by the Executive or the Management Company of


                   the provisions of this Agreement; or







   (d)           the Executive or the Management Company is convicted of a criminal


                   offence involvingfraud or dishonesty.







9.  Termination by the Corporation Without Cause


 


If the Corporation shall terminate the Management Company's engagement 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 Management


Company in one lump sum an amount equal to two (2) times the Management


Company's then current Base Fee. All the benefits theretofore provided to the


Executive or the Management Company shall be continued as if the Executive was


still an executive of the Corporation for a period of twelve (12) months from the


date of termination.


 




  





  











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10.  Termination b y Death or Disability







If the Executive dies or becomes disabled before the Management Company's


services are otherwise terminated, the Corporation shall pay the Management


Company, an amount of compensation equal to six (6) months of the Management


Company's then current Base Fee and all the benefits theretofore provided to the


Executive or the Management Company shall be continued, for a period of six (6)


months from the date of Death or Disability as if the Executive were still an


executive officer of the Corporation. If such termination is due to the Executive's


Death, payment shall be made in one lump sum to the Management Company. If


such termination is due to the Executive's Disability, payment shall be made in one


lump sum to the Management Company 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:







(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 t e n s 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 Management Company's services (unless such


termination is because of the Executive's Death or Disability, by the


Corporation for Cause or by the Management Company other than for


"Good Reason", as defined below) the Management Company shall be


entitled to and will receive no later than the fifteenth (15th)day following the


date of termination a lump sum payment equal to three (3) times the


Management Company's then current Base Fee. In addition, all benefits


then applicable to the Executive or the Management Company shall be


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









  





  











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


      Management Company'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;







(ii)        a reduction by the Corporation of the Management Company's Base


Fee as in effect on the date hereof or as the same may have been


increasedfrom time to time, or a failure by the Corporationto increase


the Management Company's Base Fee 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 fifty (50) miles away from the CIC Location, or


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


(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 or


the Management Company with benefits at least as favourable as


those enjoyed by the Executive or the Management Company 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 or the Management Company of any


material fringe benefit enjoyed by the Executive or the Management


Company at the time of the Change in Control, or the increase by the


Corporation of the number of weeks of the Executive's services


required to be provided to the Corporation by the Management


Company; 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 Management Company with the same or a comparable position,


duties, remuneration and benefits for the Executive and the


Management Company as provided immediately prior to the Change


in Control.









  





  











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


Management Company shall be entitled to stop providing the Executive's services


for Good Reason.







(d)       In the event the Management Company is entitled to a termination payment


under this Agreement, then in addition to such termination payment, the


Management Company shall be entitled to employment search assistance


to secure other comparable employment for the Executive 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 Management Company'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 Management Company's provision


of the Executive's services and termination thereof and including confidentiality


provisions, which waiver and release is satisfactory to the Corporation with the


respect to form, substance and timeliness.







12.  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 Corporation,







Suite 750 - 1103 West Pender St.


Vancouver. B.C. V6C 2T8







and in the case of the Management Company,







1987 Acadia Road


Vancouver BC V6T1R4







(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.









  





  











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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


Management Company. 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 mediation failing


which, the same shall be referred to a single arbitrator pursuant to the Arbitration Act


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


upon the parties hereto.







14.  Independent Legal Advice







The Management Company represents and warrants to the Corporation and


acknowledges and agrees on behalf of itself and on behalf of the Executive that the


Executive and the Management Company had the opportunity to seek and were


not prevented or discouraged by the Corporation from seeking independent legal


advice with respect to the contents herein and that the Executive and the 


Management Company fully understand 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


enforceability of 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 engagement of the Management Company to provide the Executive's services


and shall supersede any and all prior agreements that may have existed between


the parties, or the parties and the Executive in respect of the subject matter hereof.







17.  Successors







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


the Management Company and their respective successors. The Management


Company may not assign, pledge or encumber its interest in this Agreement or


assign any of the rights or duties of the Executive or the Management Company


hereunder without the prior written consent of the Corporation.


 




  





  











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


Columbia as of the day and year first above written.














 


The terms of this Agreement, including, without limiting the generality of the foregoing,


sections 14 and 16 hereof, are hereby acknowledged.





 




  





  











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SCHEDULE 'A'







Executive Chairman of the Board


 


Reports To:


 


The Board of Directors ("Board")of Almaden Minerals Ltd. (the "Corporation").







Function:


 


Provides, together with the President and CEO, overall leadership and vision in


developing, in concert with the Board, the strategic direction of the Corporation, and in


developing the tactics and business plans necessary to increase shareholder value.







Oversees the overall business to ensure strategic and business plans are effectively


implemented, the results are monitored and reported to the Board, and financial and


operational objectives are attained.







Authorities and Responsibilities:







General Functions:







1.           Act as Chairman of all meetings of the Board (except meetings of the independent


members of the Board).







          Assist the CEO in the review and implementation of all contracts and submissions.







3.           Assist the CEO in the development and implementation of concepts developed by


the CEO.







4.           Supervise the Corporation's computer system including the selection and


negotiation of equipment purchase or leasing of equipment, and the maintenance and


operation of the Corporation's filing and technical record keeping.







5.           Assist the CEO in project management including accompanying the CEO on site


visits and in data review and project planning and staff supervision and instruction on site


and in the selection of contractors for performance of geophysical, drilling and


metallurgical services.







6.           Assist the CEO and Investor Relations representatives of the Corporation in the


preparation and dissemination of shareholder's communications including materials for


investment and professional conferences and attending with the CEO at such conferences


to interface with fund managers, brokers and other investment representatives.







7.          Generally assist the CEO in the performance of the duties assigned to the CEO by


the Board.