Mantra Venture Group Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com






  
    
      THIS AGREEMENT made effective the 17th day of October,
        2013 

    

  



BETWEEN: 


  
    
      MANTRA ENERGY ALTERNATIVES LTD., a British Columbia
        corporation, with offices at Suite 562, 800-15355 24th Avenue,
        Surrey, British Columbia, V4A 2H9 (hereinafter referred to as “MEA") 

    

  



OF THE FIRST PART 


  
    
      AMIN AZIZNIA, an individual resident in Vancouver,
        British Columbia at 5633 Montgomery Place V6T 2C8 (hereinafter referred to as
        the "Employee") 

    

  



OF THE SECOND PART 


  
    
      MANTRA VENTURE GROUP LTD., a British Columbia
        corporation, with offices at Suite 562, 800-15355 24th Avenue,
        Surrey, British Columbia, V4A 2H9 (hereinafter referred to as "MVG") 

    

  



OF THE THIRD PART 

      
     WHEREAS MEA is desirous of retaining the Employee
to perform services as the Senior Process Engineer of MEA; 

      
     AND WHEREAS the Employee has agreed to be employed
by MEA as Senior Process Engineer and accepts the terms and conditions of this
Agreement; 

      
     THEREFORE, for and in consideration of the sum of
$10.00 now paid by each party to the other party (the receipt and sufficiency of
which is hereby acknowledged by each of the parties hereto) and the mutual
covenants and agreements hereinafter contained, the parties hereto covenant and
agree, each with the other, as follows: 

	1. 	
      Definitions

	 	 
		
      In addition to the terms defined elsewhere in this
      Agreement, the following terms shall have the following
meanings:

	 	 
		
      "Acting Jointly or in Concert" has the meaning
      given to such phrase by the Securities Act, R.S.A. 2000, c.S-4, as
      amended from time to time, and includes the successful solicitation of
      proxies for the election of a slate of MEA’s directors other than the
      slate of directors proposed by MEA’s management which results in such
      slate being elected as MEA's directors;







- 2 - 

"Change of Control" means: 

	 	(a) 	
      where a Person or group of Persons Acting Jointly or in
      Concert acquires ownership or control of that percentage of the
      outstanding shares of MEA carrying voting rights which confer on the
      holder or holders thereof the right to elect at least the majority of
      MEA's Board of Directors;

	 	 	 
	 	(b) 	
      where less than a majority of the nominees of management
      of MEA are elected to MEA's Board of Directors at any shareholders'
      meeting at which an election of directors takes place, provided that, the
      individuals who are members of MEA's Board of Directors immediately prior
      to a meeting of shareholders involving a contest for the election of
      directors shall be deemed to be nominees of management of MEA for the
      purpose of this clause;

	 	 	 
	 	(c) 	
      the sale, lease or transfer of all or substantially all
      of MEA's assets to any other Person or Persons; or

	 	 	 
	 	(d) 	
      the completion of a merger, amalgamation, arrangement or
      other reorganization by MEA with another unrelated corporation as a result
      of which the shareholders of such unrelated corporation own in excess of
      fifty percent of the shares of the combined
entity;



"Person" includes an individual,
a partnership, a corporation and any other entity or association; 

"Termination Date" means: 

	 	(a) 	
      the effective date that the Employee's employment with
      MEA is terminated by MEA without cause; or

	 	 	 
	 	(b) 	
      the date that the Employee provides to MEA written notice
      of election to treat the Employee's employment as terminated as
      contemplated by subsections 10(a)(ii) or (iii) of this Agreement;
    and




		
      "this Agreement" and terms such as
      "hereof", "herein", and similar expressions means this
      Agreement, as amended, supplemented or modified in writing from time to
      time.

	 	 
	2. 	
      Duties and Responsibilities

	 	 
		
      The Employee agrees this Agreement is contingent upon
      MEA’s receipt of the NSERC IRDF award in November 2013. In the event that
      the Company is unable to satisfy the Contingent aspect of this Agreement,
      it shall be deemed cancelled, null and void.

	 	 
		
      The Employee agrees during the term of this Agreement, as
      defined below, the Employee will render such services to MEA as are
      customary for the position held by the Employee, as
  follows:







- 3 - 

	 	>	
      Conduct research and development to optimize
      technological parameters and facilitate commercialization. 

	 	 	 
	 	>	
      Build, maintain and operate reactors and experimental
      test stations. 

	 	 	 
	 	>	
      Investigate novel process strategies. 

	 	 	 
	 	>	
      Prepare reports and recommend technological pathways
      based on experience and experimental results. 

	 	 	 
	 	>	
      Present experimental results to team members, investors,
      and partners. 

	 	 	 
	 	>	
      Develop new intellectual property and correspond patent
      applications. 

	 	 	 
	 	>	
      Produce white papers based on experimental results.
    




		
      The Employee agrees to devote substantially the
      Employee's full working time, or as mutually approved by the Board of
      Directors, attention and abilities to the business and affairs of MEA and
      to serve MEA faithfully and use the Employee's best efforts to promote the
      interests of MEA.

	 	 
	3. 	
      Term

	 	 
		
      This Agreement shall continue for a term of one (1) year
      or until terminated in accordance with the provisions of this Agreement,
      including a termination of the Employee's employment pursuant to Sections
      2, 10, 14 or 15 hereof.

	 	 
	4. 	
      Cash Compensation

	 	 
		
      MEA agrees to pay the Employee a base gross remuneration
      of $65,000 per annum with an increase to $70,000 per annum, upon receipt
      of the NSERC IRDF award, payable in twenty four (24) equal monthly
      instalments and shall withhold all required taxes from the Employee’s base
      gross remuneration. Subject to the terms of this Agreement, the Employee’s
      base gross remuneration shall be prorated for less than the standard or
      customary time of service rendered.

	 	 
		
      MEA agrees to review the Employee's base remuneration
      annually and agrees that following each such review, the then current base
      remuneration may be increased to reflect the Employee's performance, MEA
      performance and other relevant factors. The Employee shall also receive
      standard medical benefits as customarily provided by MEA to all of its
      employees.

	 	 
	5. 	
      Compensation Options

	 	 
		
      Additional compensation for services to be rendered by
      the Employee pursuant to this Agreement shall be payable in a grant of
      options to acquire 100,000 shares of MVG’s common stock at $0.10 per share
      (the "Compensation Options"). Compensation
Options are non-transferable and shall terminate the earlier of
      24 months, or upon the termination of this Agreement and the Employee’s
  engagement with MEA.







- 4 - 

	6. 	
      Bonuses

	 	 
		
      The Employee shall be entitled to receive such bonuses
      from MEA as may be determined by the Board of Directors of MEA from time
      to time.

	 	 
	7. 	
      Employee Benefits

	 	 
		
      The Employee shall be entitled to participate in and
      receive the standard health and dental benefits given to employees of MEA
      and MVG.

	 	 
	8. 	
      Vacation

	 	 
		
      The Employee shall be entitled to take up to four (4)
      weeks vacation during the term of this Agreement at the time or times
      reasonably agreeable by all parties.

	 	 
	9. 	
      Change of Control and
Termination





	 	(a) 	
      In the event that a Change of Control occurs and in the
      further event that:

	 	 	 	 
	 		(i) 	
      the Employee's employment with MEA and MVG is
      subsequently or contemporaneously terminated by MEA;

	 	 	 	 
	 		(ii) 	
      the Employee does not continue to be employed by MEA at a
      level of responsibility and a level of Compensation at least commensurate
      with the Employee's existing level of responsibility and Compensation
      immediately prior to the Change of Control and the Employee elects in a
      written notice to MEA to treat the Employee's employment as being
      terminated as a result of either such reduction; or

	 	 	 	 
	 		(iii) 	
      the Employee elects, within three (3) months of the date
      of a Change of Control but only after providing two (2) months of
      continued service and cooperation to MEA, to terminate the Employee's
      employment; or

	 	 	 	 
	 	(b) 	
      in the event the Employee’s employment is otherwise
      terminated without cause;



then MEA agrees to pay to the Employee
within two (2) business days of the Termination Date, or at such time as is
mutually agreed upon between MEA, MVG and the Employee, a settlement payment
equal to the Employee’s then current annual base remuneration. 

	 	(c) 	
      Notwithstanding Section 9(b) above, this Agreement shall
      be deemed cancelled, null and void immediately upon the MEA’s inability to
      acquire the NSERC IRDF award.







- 5 - 

	10. 	
      Release

	 	 
		
      In consideration of the payment to the Employee of the
      aforesaid amounts and the additional provisions of this Agreement the
      Employee agrees to tender the Employee's immediate resignation in a form
      satisfactory to MEA acting reasonably and forever release and discharge
      MEA from any and all obligations to pay any further amounts or benefits to
      the Employee with respect to the Employee's employment or the termination
      thereof.

	 	 
	11. 	
      Duty to Mitigate

	 	 
		
      The Employee shall be under no duty to mitigate the
      Employee's losses with respect to the termination of the Employee's
      employment with MEA.

	 	 
	12. 	
      Subsequent Employment

	 	 
		
      The Employee shall not be bound in any manner whatsoever
      to rebate to MEA nor to forgive any claim against MEA with respect to any
      amounts or benefits payable hereunder in the event of the Employee's
      subsequent reemployment in any manner whatsoever after a termination of
      the Employee's employment with MEA.

	 	 
	13. 	
      Termination for Cause

	 	 
		
      Nothing herein contained shall be interpreted as
      preventing MEA from terminating the employment of the Employee for cause.
      In the event of termination for cause, the provisions of this Agreement
      shall not apply and shall no longer be applicable.

	 	 
	14. 	
      Resignation

	 	 
		
      Nothing herein contained shall be interpreted as
      preventing the Employee from resigning his office and his employment in
      accordance with the provisions of the Employment Standards Code
      (British Columbia).

	 	 
	15. 	
      Applicable Laws

	 	 
		
      This Agreement shall be construed in accordance with the
      laws in effect in the Province of British Columbia and the parties hereto
      hereby attorn to the Courts of the Province of British Columbia and, if
      applicable, the Courts of Canada.

	 	 
	16. 	
      Further Assurances

	 	 
		
      Each of the parties shall from time to time and at all
      times do all such further acts and execute and deliver all such further
      deeds and documents as shall be reasonably required in order to fully
      perform the terms of this Agreement.







- 6 - 

	17. 	
      Enurement

	 	 
		
      This Agreement shall enure to the benefit of and be
      binding upon the parties and their respective heirs, executors,
      administrators, successors and assigns.

	 	 
	18. 	
      Notice

	 	 
		
      Any notice or other instrument which may be required or
      permitted to be delivered or served on the other party hereto shall be
      sufficiently given to or served on such party if in writing and delivered
      by hand in a sealed envelope addressed to such party and left, during
      normal business hours. Either MEA or the Employee may, by notice delivered
      in accordance with this section, change the address for notices set out
      above.



The parties hereto have duly executed this Agreement as of the
date first above written. 

MANTRA ENERGY ALTERNATIVES LTD. 

 

	Per: 	/s/Larry
    Kristof                          
	  	Larry Kristof, President
  


 

MANTRA VENTURE GROUP LTD. 

 

	Per: 	/s/Larry
      Kristof                          
	  	Larry Kristof, President
  


 

AMIN AZIZNIA 

 

/s/Amin
Aziznia