Exhibit 10.1


 





AMENDMENT NO. 1 TO EMPLOYMENT SERVICES
AGREEMENT


 


This Amendment No. 1 to the Employment Services
Agreement (this “Amendment”), is entered into as of April 8, 2015, by and between Li3 Energy, Inc., a Nevada corporation
(the “Company”), and Luis Saenz (the “Executive” and, together with the Company, “the Parties”).


 


WITNESSETH:


 


WHEREAS, the Company and Executive
entered into an Employment Services Agreement dated as of August 24, 2011 (hereinafter the “Employment Agreement”);
and


 


WHEREAS, the Parties desire to amend
the Employment Agreement.


 


NOW, THEREFORE, the Parties hereto
agree to amend the Employment Agreement as follows, effective as of the date hereof:


 


1. Section 1 will be deleted in its entirety and replaced
with the following:


 


“Employment Period. The term of the Executive’s
employment by the Company pursuant to this Agreement (the “Employment Period”) shall continue until December
31, 2015 (the “Termination Date”). Unless the Parties agree in writing, prior to the Termination Date, to extend
the Executive’s term (any such successive term, the “Extended Term”), the Agreement shall automatically
terminate as of the Termination Date, without any further action by the Parties.” 


 


2.Section 3 shall be amended by deleting the entire
section following the first sentence (the provision to be replaced beginning with “Once the Board has established the Base
Salary”) and replacing it with the following:


 


“Notwithstanding the foregoing, (i)
from April 1, 2015, until June 30, 2015, Executive shall be paid a Base Salary equal to $125,000 per annum (or $10,416.67 per month)
and (ii) from July 1, 2015, until December 31, 2015, Executive shall be paid a Base Salary equal to $62,500 per annum (or $5,208.33
per month). The Base Salary shall be payable to Executive as follows: (x) from March 1, 2015 through March 31, 2015, eighty-five
percent (85%) in cash and fifteen percent (15%) in shares of common stock of the Company and (y) from April 1, 2015, through December
31, 2015, entirely in cash. If the Parties decide to enter into an Extended Term with the Executive, the Base Salary with respect
to calendar year 2016 must be set no later than December 5, 2015. Notwithstanding the foregoing, the Base Salary may be increased
at the Board’s sole discretion.”


 


3.Section 6(a) will be deleted in its entirety and replaced
with the following:


 


“Voluntary Resignation; Termination
without Cause. The Executive and the Company may terminate the Executive’s employment at any time upon thirty (30) days
prior written notice to the other Party. In the event of (i) the Executive’s voluntary termination of his employment, other
than with respect to any such voluntary termination pursuant to Section 6(e) hereof, or (ii) the termination by the Company of
the Executive’s employment without Cause, the Company shall have no obligation, except as otherwise required by this Agreement
or by applicable law, to make payments to the Executive or to provide the benefits described in Section 5, for periods after the
date on which the Executive’s employment with the Company terminates, except for the payment of the Base Salary due to the
Executive through the Termination Date.”


 


4. Section 6(c) shall be amended by deleting the reference
to “Severance Period (as defined below)” and replacing it with “period through the Termination Date”


 






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5.Section 6(e) will be deleted in its entirety and replaced
with the following:


 


“Payments upon Corporate Events.
In the event the Company terminates Executive’s employment by the Company or the Executive voluntary resigns within ninety
(90) days of the completion of a (i) tender offer by a third party for the ownership of 20% or more of the Company’s outstanding
securities, (ii) merger or consolidation by the Company with another entity (unless as a result of such merger or consolidation,
more than 80% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by
the shareholders of the Company, as of the time immediately prior to such transaction), (iii) sale of substantially all of the
Company’s assets or (iv) change in the composition of at least a majority of the members of the Board (each, a “Corporate
Event”), the Company shall (A) pay the Executive the Base Salary owed to the Executive through the Termination Date, in cash,
within ten (10) days of the termination date of Executive’s employment with the Company (the “Salary Payment”)
and (B) purchase all shares of common stock of the Company held by the Executive at the date of such Corporate Event, in cash,
within sixty (60) days of such Corporate Event, at a per share price equal to the greater of: (x) the closing price of the common
stock on the date immediately preceding the date of such Corporate Event, or (y) if applicable, the per-share purchase price paid
for by the acquiring Person in connection with such Corporate Event (the “Repurchase” and together with the Salary
Payment, the “Payments”). Notwithstanding the foregoing, no Payments under this Section 6(e) shall be required if such
Corporate Event was approved unanimously by the Board. For purposes of this Agreement, ownership of voting securities shall take
into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date
hereof) under the Securities Exchange Act of 1934, as amended. In addition, “Person” shall have the meaning given in
Section 3(a)(9) of the Securities Exchange Act of 1934, as amended, and as modified and used in Sections 13(d) and 14(d) thereof;
however, a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant
to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportion as their ownership of stock of the Company.” For the avoidance of doubt, the Executive shall resign all
positions he holds with the Company prior to receiving the Payments.


 


6.Section
7(a) shall be amended by deleting the reference to “Severance Period” and replacing it with “period through the
Termination Date”.


 


7.Section
14(a) will be deleted in its entirety and replaced with the following:


 


“to
the Company at:


 


Li3 Energy,
Inc.


Marchant
Pereira 150


Of. 802


Providencia,
Santiago, Chile


Attn: Board
of Directors


 


with a copy
to:


 


Ellenoff
Grossman & Schole LLP


1345 Avenue
of the Americas


New York,
NY 10105


Attn: Richard
I. Anslow


Fax: (212)
370-7889”


 






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8.In consideration
of the Amendment, the Company agrees to issue Executive 8,928,571 shares of common stock of the Company, such issuance to be effected
upon the execution of this Amendment.


 


9.The Parties hereby agree that, except as specifically
provided in and modified by this Amendment, the Employment Agreement is in all other respects hereby ratified and confirmed and
references to the Employment Agreement shall be deemed to refer to the Employment Agreement as modified by this Amendment.


 


[signature page follows]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Amendment as of the day and year first written above.


 





	 	LI3 ENERGY, INC.
	 	 	 
	 	 	 
	 	By:   	/s/ Patrick Cussen
	 	      	Name: Patrick Cussen
	 	       	Title: Chairman of the Board
	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	/s/ Luis F. Saenz
	 	Luis F. Saenz







 






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