Exhibit 10.1


 





AMENDED
EXECUTIVE CONSULTING AGREEMENT


 


THIS
AMENDED EXECUTIVE CONSULTING AGREEMENT (this “Agreement”), dated as of December 15, 2017, (the “Effective Date”)
is made and entered by and between All American Energy Corp, a Nevada corporation (the “Company”), and Christopher
P. Vallos (the “Executive”).


 


WITNESSETH:


 


WHEREAS,
the Company agrees to retain Consultant to serve as its President, Chief Executive Officer, Chairman of the Board of Directors
and to provide the Services described on Exhibit A, and Consultant agrees to serve as Chief Executive Officer and to provide such
Services, on the terms and conditions provided herein.


 


WHEREAS,
during the Term, Consultant’s Services shall include serving as the Company’s Principal Executive Officer with respect
to all filings the Company is required to make with the Securities and Exchange Commission.


 


WHEREAS,
the Company has determined that appropriate arrangements should be taken to encourage the continued attention and dedication of
the Executive to his assigned duties without distraction; and


 


WHEREAS,
in consideration of the Executive’s employment with the Company, the Company desires to provide the Executive with certain
compensation and benefits as set forth in this Agreement in order to ameliorate the financial and career impact on the Executive
in the event the Executive’s employment with the Company is terminated for a reason related to, or unrelated to, a Change
in Control (as defined below) of the Company.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the Company and the Executive agree as follows:


 


1.
Certain Defined Terms. In addition to terms defined elsewhere herein, the following terms have the following meanings when
used in this Agreement with initial capital letters:


 


(a)  Duties
and Services. Consultant is hereby appointed as the Company’s Chief Executive Officer and Principal Executive Officer. Consultant
agrees to provide the services described on Exhibit A, and such other services as may be mutually agreed upon by the parties from
time to time (collectively, the “Services”). Performance of the Services shall be governed by the terms and conditions
of this Agreement.


 


(b)  “Compensation”
As compensation for the Services to be provided hereunder, and conditioned upon Consultant’s performance of such services,
Consultant shall be entitled to the Compensation as set forth on Exhibit B.


 


(c)  “Board”
means the Board of Directors of the Company.


 


(d)  “Cause”
means:


 


(i)  an
intentional tort (excluding any tort relating to a motor vehicle) which causes substantial loss, damage or injury to the property
or reputation of the Company or its subsidiaries;


 


(ii)  any
serious crime or intentional, material act of fraud or dishonesty against the Company;


 


(iii)  the
commission of a felony that results in other than immaterial harm to the Company’s business or to the reputation of the
Company or Executive;


 


(iv)  habitual
neglect of Executive’s reasonable duties (for a reason other than illness or incapacity) which is not cured within ten (10)
days after written notice thereof by the Board to the Executive;


 


(v)  the
disregard of written, material policies of the Company or its subsidiaries which causes other than immaterial loss, damage or
injury to the property or reputation of the Company or its subsidiaries which is not cured within ten (10) days after written
notice thereof by the Board to the Executive; or


 




     


     


    

 


(vi)
any material breach of the Executive’s ongoing obligation not to disclose confidential information and not to assign intellectual
property developed during employment which, if capable of being cured, is not cured within ten (10) days after written notice
thereof by the Board to the Executive.


 


(d)
“Change in Control” means:


 


(i)  any
person or entity becoming the beneficial owner, directly or indirectly, of securities of the Company representing forty (40%)
percent of the total voting power of all its then outstanding voting securities;


 


(ii)  a
merger or consolidation of the Company in which its voting securities immediately prior to the merger or consolidation do not
represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the
surviving entity immediately after the merger or consolidation;


 


(iii)  a
sale of substantially all of the assets of the Company or a liquidation or dissolution of the Company; or


 


(iv)  individuals
who, as of the date of the signing of this Agreement, constitute the Board of Directors (the “Incumbent Board”) cease
for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company
subsequent to the date of the signing of this Agreement, whose election, or nomination for election by the Company stockholders,
was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board.


 


(e)  “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended.


 


(f)  “Disability”
means (i) the Executive has been incapacitated by bodily injury, illness or disease so as to be prevented thereby from
engaging in the performance of the Executive’s duties (provided, however, that the Company acknowledges its obligations
to provide reasonable accommodation to the extent required by applicable law);


 


(ii)
such total incapacity shall have continued for a period of six (6) consecutive months; and (iii) such incapacity will, in the
opinion of a qualified physician, be permanent and continuous during the remainder of the Executive’s life.


 


(g)  “Good
Reason Termination” means:


 


(i)  a
material diminution in the Executive’s base compensation or target bonus below the amount as of the date of this Agreement
or as increased during the course of his employment with the Company, excluding one or more reductions (totaling no more than
20% in the aggregate) generally applicable to all senior executives provided, however, that such exclusion shall not apply if
the material diminution in the Executive’s base compensation occurs within (A) 60 days prior to the consummation of a Change
in Control where such Change in Control was under consideration at the time of Executive’s Termination Date or (B) twelve
(12) months after the date upon which such a Change in Control occurs;


 


(ii)  a
material diminution in the Executive’s authority, duties or responsibilities;


 


(iii)  a
requirement that that the Executive report to a corporate officer or employee of the Company instead of reporting directly to
the Board (or if the Company has a parent corporation, a requirement that the Executive report to any individual or entity other
than the board of the ultimate parent corporation of the Company);


 


(iv)  a
material diminution in the budget over which the Executive retains authority;


 


(v)  a
material change in the geographic location at which the Executive must perform services; or


 


(vi)  any
action or inaction that constitutes a material breach by the Company of this Agreement; provided, however, that for the Executive
to be able to terminate his employment with the Company on desire to terminate his employment with the Company on account of such
within ninety (90) days following the initial existence of the condition constituting Good Reason, and the Company must have a
period of thirty (30) days following receipt of such notice to cure the condition. If the Company does not cure the event constituting
Good Reason within such thirty (30) day period, the Executive’s Termination Date shall be the day immediately following
the end of such thirty (30) day period, unless the Company provides for an earlier Termination Date.

  



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(h)  “Target
Bonus” means the target payout (i.e., at 100% achievement of each of the applicable metric(s) in effect from time to time)
under the Company’s Executive Annual Incentive Plan in effect for the Executive as of the Termination Date. As of the Effective
Date, Executive’s target bonus percentage under the Executive Annual Incentive Plan is 150% of annual base salary.


 


(i)  “Termination
Date” means the last day of Executive’s employment with the Company.


 


(j)  “Termination
of Employment” means the termination of Executive’s active employment relationship with the Company.


 


2.
Termination Unrelated to a Change in Control.


 


(a)  Involuntary
Termination Unrelated to a Change in Control. In the event of: (i) an involuntary termination of Executive’s
employment by the Company for any reason other than Cause, death or Disability, or (ii) Executive’s resignation for
Good Reason, and if Section 3 does not apply, Executive shall be entitled to the benefits provided in subsection (b) of this
Section 2.


 


(b)  Compensation
Upon Termination Unrelated to a Change in Control. Subject to the provisions of Section 5 hereof, in the event a
termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following,
provided that Executive executes and does not revoke the Release (as defined in Section 5):


 


(i)
1.5 times the sum of Annual Consulting Fee and Target Bonus, paid in a single lump sum cash payment on the sixtieth (60th)
day following Executive’s Termination Date. (For purposes of this subsection (i), Annual Consulting Fee will mean the largest
among the following: Annual Consulting Fee immediately prior to (A) Executive’s Termination Date, or (B) any reduction of
Executive’s base salary described in the first clause of subsection (i) in the definition of Good Reason. For purposes of
this subsection (i), Target Bonus will mean the largest among the following: Executive’s target bonus immediately prior
to (A) Executive’s Termination Date, or


 


(B)
any reduction of Executive’s target bonus described in the first clause of subsection (i) in the definition of Good Reason.)


 


(ii)
For a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable, Executive’s
spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans
in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such
rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive,
within 60days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less
applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18)
month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify
the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition,
if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month
period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive pursuant to this
subsection. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA
benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), the Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the monthly (or
then remaining) COBRA premium that Executive
would be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based
on the premium for the first month of COBRA coverage).








 




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(iii)  With
respect to any outstanding Company stock options held by the Executive as of his Termination Date that are not vested and exercisable
as of such date, the Company shall accelerate the vesting of that portion of the Executive’s stock options, if any, which
would have vested and become exercisable within the eighteen (18) month period after the Executive’s Termination Date, such
options (as well as any outstanding stock options that previously became vested and exercisable) to remain exercisable, notwithstanding
anything in any other agreement governing such options, until the earlier of (A) a period of one year after the Executive’s
Termination Date, or (B) the original term of the option. Except as provided in this Section 2(b)(iii) and in Section 3(b)(iii)
below, any portion of Executive’s outstanding stock options that are not vested and exercisable as of Executive’s
Termination Date shall terminate.


 


(iv)  With
respect to any restricted stock units representing shares of Company common stock (“Restricted Stock Units”) held
by the Executive that are unvested at the time of his Termination Date, the number of unvested Restricted Stock Units that would
have vested within the eighteen (18) month period after the Executive’s Termination Date shall vest, and settle not later
than sixty (60) days following the Termination Date. Except as provided in this Section 2(b)(iv) and in Section 3(b)(iv) below,
any Restricted Stock Units that are not vested as of Executive’s Termination Date shall terminate.


 


(v)  Any
amounts that have been accrued for the account of the Executive under the Company’s Long Term Incentive Plan (“LTIP”)
that have not been released to the Executive as of the Termination Date shall be released to the executive, as applicable, in
accordance with the terms of any applicable LTIP then in effect under the circumstances described therein as an involuntary termination
other than for cause.


 


(vi)  With
respect to any Performance-based Restricted Stock Units (“PRUs”) held by the Executive that have not been released
to the Executive pursuant to the terms of the applicable Performance Based Restricted Share Unit Award Agreement (the “PRU
Agreement”) as of the Termination Date shall be treated in accordance with the terms of the applicable PRU Agreement as
an involuntary termination other than for cause.


 


(vii)  With
respect to any Performance Contingent Stock Units (“PCSUs”) held by the Executive that have not been released to the
Executive pursuant to the terms of the applicable Performance Contingent Stock Unit Agreement (the “PCSU Agreement”)
as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement as an involuntary termination
other than for cause.


 


(viii)  Executive
shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump
sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.


 


3.
Termination Related to a Change in Control.


 


(a)  Involuntary
Termination Relating to a Change in Control. In the event Executive’s employment is terminated on account of (i) an
involuntary termination by the Company for any reason other than Cause, death or Disability, or (ii) the Executive voluntarily
terminates employment with the Company on account of a resignation for Good Reason, in either case that occurs (x) at the same
time as, or within the twelve (12) month period following, the consummation of a Change in Control or (y) within the sixty (60)
day period prior to the date of a Change in Control where the Change in Control was under consideration at the time of Executive’s
Termination Date, then Executive shall be entitled to the benefits provided in subsection (b) of this Section 3.





 




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(b)  Compensation
Upon Involuntary Termination Relating to a Change in Control. Subject to the provisions of Section 5 hereof, in the event
a termination described in subsection (a) of this Section 3 occurs, the Company shall provide that the following be paid to the
Executive after his Termination Date, provided that Executive executes and does not revoke the Release:


 


(i)
3.0 times the sum of Annual Consulting Fee and Target Bonus, paid in a single lump sum cash payment on the sixtieth (60th) day
following Executive’s Termination Date. Notwithstanding the foregoing, to the extent Executive is entitled to receive the
severance benefit payable pursuant to Section 2(b)(i) as a result of a qualifying termination prior to a Change in Control and
then becomes entitled to receive the severance benefit payable pursuant to this Section 3 as a result of the Change in Control
that was considered at the time of Executive’s Termination Date becoming consummated within sixty (60) days following Executive’s
Termination Date, Executive shall not receive the severance benefit payable pursuant to Section 2(b)(i) of this Agreement, but
instead shall receive the severance benefit payable pursuant to this Section 3(b)(i) on the sixtieth (60th) day following Executive’s
Termination Date. (For purposes of this subsection (i), Annual Consulting Fee will mean the largest among the following: Executive’s
annual base salary immediately prior to (A)  Executive’s Termination Date, (B) any
reduction of Executive’s base consulting fee described in the first clause of subsection (i) in the definition of Good Reason,
or (C) immediately prior to the Change in Control. For purposes of this subsection (i), Target Bonus will mean the largest among
the following: Executive’s target bonus (A) immediately prior to Executive’s Termination Date, (B)  immediately
prior to any reduction of Executive’s target bonus described in the first clause of subsection (i) in the definition of
Good Reason, (C) immediately prior to the Change in Control, or (d) for the fiscal year preceding the year in which the Change
in Control.)


 


(ii)
For a period of up to twenty-four (24) months following Executive’s Termination Date, Executive and where applicable, Executive’s
spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans
in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such
rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive,
within sixty (60) days following the date such monthly premium payment is due, an amount equal to the monthly COBRA (or, as applicable,
other) premium payment, less applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment
during this twenty-four (24) month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage,
Executive must notify the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this
subsection. In addition, if Executive does not pay the applicable monthly COBRA (or other) premium for a particular month at any
time during the twenty-four (24) month period and coverage is lost as a result, no further reimbursements will be paid by the
Company to the Executive pursuant to this subsection. Notwithstanding the foregoing, to the extent Executive is entitled to receive
the severance benefit provided pursuant to Section 2(b)(ii) of the Agreement as a result of a qualifying termination prior to
a Change in Control, if Executive becomes entitled to receive the severance benefits payable pursuant to this Section 3 as a result
of the Change in Control that was considered at the time of Executive’s Termination Date becoming consummated within sixty
(60) days following Executive’s Termination Date, Executive shall be entitled to receive the severance benefit provided
pursuant to this clause (ii) and not the benefit provided pursuant to Section 2(b)(ii). Notwithstanding the above, if the Company
determines in its sole discretion that it cannot provide the foregoing COBRA benefits without potentially violating applicable
law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide
to Executive a taxable lump-sum payment in an amount equal to the monthly (or then remaining) COBRA premium that Executive would
be required to pay to continue his group health coverage in effect on the Termination Date (which amount shall be based on the
premium for the first month of COBRA coverage).


 


(iii)  With
respect to any outstanding Company stock options held by the Executive as of his Termination Date, the Company shall fully accelerate
the vesting and exercisability of such stock options, so that all such stock options shall be fully vested and exercisable as
of Executive’s Termination Date, such options (as well as any outstanding stock options that previously became vested and
exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier
of (A) a period of one year after the Executive’s Termination Date, or (B) the original term of the option. Notwithstanding
the foregoing, to the extent Executive is entitled to receive the vesting and exercisability acceleration provided pursuant to
Section 2(b)(iii) of the Agreement as a result of a qualifying termination prior to a Change in Control, if Executive becomes
entitled to receive the severance benefits payable pursuant to this Section 3 as a result of the Change in Control that was considered
at the time of Executive’s Termination Date becoming consummated within sixty (60) days following Executive’s Termination
Date, any outstanding stock options that did not become vested and exercisable pursuant to Section 2(b)(iii) shall become vested
and exercisable as of the date of the Change in Control; provided, however, if a Change in Control does not occur within sixty
(60) days following Executive’s Termination Date, any stock options held by Executive that are not vested and exercisable
shall terminate as of the sixtieth (60th) day following Executive’s Termination Date or the end of the term, if earlier.




 




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(iv)  With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his Termination Date, all such unvested
Restricted Stock Units shall vest and settle not later than sixty (60) days following the Termination Date. Notwithstanding the
foregoing, to the extent Executive is entitled to receive the vesting acceleration provided pursuant to Section 2(b)(iv) of the
Agreement as a result of a qualifying termination prior to a Change in Control, if Executive becomes entitled to receive the severance
benefits payable pursuant to this Section 3 as a result of the Change in Control that was considered at the time of Executive’s
Termination Date becoming consummated within sixty (60) days following Executive’s Termination Date, any outstanding Restricted
Stock Units that did not become vested pursuant to Section 2(b)(iv) shall become vested as of the date of the Change in Control;
provided, however, if a Change in Control does not occur within sixty (60) days following Executive’s Termination Date,
any Restricted Stock Units held by Executive that are not vested shall terminate as of the sixtieth (60th) day following Executive’s
Termination Date.


 


(v)  Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as
of the Termination Date shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP
then in effect under the circumstances described therein as a “Change of Control of the Company” (as defined therein).With
respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PRU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PRU Agreement as a “Change
of Control of the Company” (as defined therein).


 


(vi)  With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement as a
“Change of Control of the Company” (as defined therein).


 


(vii)  Executive
shall receive any amounts earned, accrued or owing but not yet paid to Executive as of his Termination Date, payable in a lump
sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.


 


4.
Termination of Employment on Account of Disability, Death, Cause or Voluntarily Without Good Reason.


 


(a)
Termination on Account of Disability. Notwithstanding anything in this Agreement to the contrary, if Executive’s
employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability
program maintained by the Company that covers Executive, and Executive shall not receive benefits pursuant to Sections 2 and 3
hereof, except that, subject to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits
provided that Executive executes and does not revoke the Release:


 


(i)  For
a period of up to eighteen (18) months following Executive’s Termination Date, Executive and where applicable, Executive’s
spouse and eligible dependents, will continue to be eligible to receive medical coverage under the Company’s medical plans
in accordance with the terms of the applicable plan documents; provided, that in order to receive such continued coverage at such
rates, Executive will be required to pay the applicable premiums to the plan provider, and the Company will reimburse the Executive,
within 60 days following the date such monthly premium payment is due, an amount equal to the monthly COBRA premium payment, less
applicable tax withholdings. Notwithstanding the foregoing, if Executive obtains full-time employment during this eighteen (18)
month period that entitles him and his spouse and eligible dependents to comprehensive medical coverage, Executive must notify
the Company and no further reimbursements will be paid by the Company to the Executive pursuant to this subsection. In addition,
if Executive does not pay the applicable monthly COBRA premium for a particular month at any time during the eighteen (18) month
period and coverage is lost as a result, no further reimbursements will be paid by the Company to the Executive pursuant to this
subsection. Notwithstanding the above, if the Company determines in its sole discretion that it cannot provide the foregoing COBRA
benefits without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service
Act), the Company shall in lieu thereof provide to Executive a taxable lump-sum payment in an amount equal to the monthly (or
then remaining) COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the Termination
Date (which amount shall be based on the premium for the first month of COBRA coverage).


 


(ii)  With
respect to any outstanding Company stock options held by the Executive as of his Termination Date that are not vested and exercisable
as of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock
options shall be fully vested and exercisable as of the Executive’s Termination Date, such options (as well as any outstanding
stock options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement
governing such options, until the earlier of (A) a period of one year after the Executive’s Termination Date, or (B) the
original term of the option.


 


(iii)  With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his Termination Date, all such unvested
Restricted Stock Units shall vest and settle not later than sixty (60) days following his Termination Date.


 


(iv)  Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as
of the Termination Date shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP
then in effect under the circumstances described therein as a termination by reason of total and permanent disability.


 


(v)  With
respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PRU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PRU Agreement as a termination
of employment by reason of total and permanent disability.


 


(vi)  With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of the Termination Date shall be treated in accordance with the terms of the applicable PCSU Agreement as a
termination of employment by reason of total and permanent disability.


 




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(b)
Termination on Account of Death. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment
terminates on account of death, Executive shall be entitled to receive death benefits under any death benefit program maintained
by the Company that covers Executive, and Executive not receive benefits pursuant to Sections 2 and 3 hereof, except that, subject
to the provisions of Section 5 hereof, the Executive shall be entitled to the following benefits provided that Executive’s
estate executes and does not revoke the Release:


 


(i)  With
respect to any outstanding Company stock options held by the Executive as of his death that are not vested and exercisable as
of such date, the Company shall fully accelerate the vesting and exercisability of such stock options, so that all such stock
options shall be fully vested and exercisable as of the Executive’s death, such options (as well as any outstanding stock
options that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement
governing such options, until the earlier of (A) a period of one year after the Executive’s death or (B) the original term
of the option.


 


(ii)  With
respect to any Restricted Stock Units held by the Executive that are unvested at the time of his death, all such unvested Restricted
Stock Units shall vest and settle not later than sixty (60) days following his death.


 


(iii)  Any
amounts that have been accrued for the account of the Executive under the LTIP that have not been released to the Executive as
of his death shall be released to the executive, as applicable, in accordance with the terms of any applicable LTIP then in effect
under the circumstances described therein as a termination by reason of death.


 


(iv)  With
respect to any PRUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PRU Agreement as of his death shall be treated in accordance with the terms of the applicable PRU Agreement as a termination of
employment by reason of death.


 


(v)  With
respect to any PCSUs held by the Executive that have not been released to the Executive pursuant to the terms of the applicable
PCSU Agreement as of his death shall be treated in accordance with the terms of the applicable PCSU Agreement as a termination
of employment by reason of death.


 


(c)  Termination
on Account of Cause. Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates
by the Company on account of Cause, Executive shall not receive benefits pursuant to Sections 2 and 3 hereof.


 


(d)  Termination
on Account of Voluntary Resignation Without Good Reason. Notwithstanding anything in this Agreement to the contrary, if Executive’s
employment terminates on account of a resignation by Executive for no reason or any reason other than on account of Good Reason,
Executive shall not receive benefits pursuant to Sections 2 and 3 hereof.


 


5.  Release.
Notwithstanding the foregoing, no payments or other benefits under this Agreement shall be made unless Executive executes, and
does not revoke, the Company’s standard written release,substantially in the form as attached hereto as Annex A,
(the “Release”), of any and all claims against the Company and all related parties with respect to all matters arising
out of Executive’s employment by the Company (other than entitlements under the terms of this Agreement or under any other
plans or programs of the Company in which Executive participated and under which Executive has accrued or become entitled to a
benefit) or a termination thereof, with such release being effective not later than sixty (60) days following Executive’s
Termination Date.


 


6.  No
Mitigation Obligation. Executive shall not be required to mitigate the amount of any payment or benefit provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced
by any compensation earned by other employment or otherwise.


 


7.  Employment
Rights. Nothing expressed or implied in this Agreement will create any right or duty on the part of the Company or the Executive
to have the Executive remain in the employment of the Company or any subsidiary prior to or following any Change in Control.


 




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9.
Tax Matters


 


(a)  Withholding
of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes as
the Company is required to withhold pursuant to any applicable law, regulation or ruling.


 


(b)  Parachute
Excise Tax. In the event that any amounts payable under this Agreement or otherwise to Executive would (i) constitute “parachute
payments” within the meaning of section 280G of the Internal Revenue Code of 1986, as amended (the “Code”),
or any comparable successor provisions and (ii) but for this Subsection (b) would be subject to the excise tax imposed by section
4999 of the Code or any comparable successor provisions (the “Excise Tax”), then such amounts payable to Executive
hereunder shall be either:


 


(i)  Provided
to Executive in full; or


 


(ii)  Provided
to Executive to the maximum extent that would result in no portion of such benefits being subject to the Excise Tax;whichever
of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, the
Excise Tax and any other applicable taxes, results in the receipt by Executive, on an after-tax basis, of the greatest amount
of benefits, notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company
and Executive otherwise agree in writing, any determination required under this Subsection (b) shall be made in writing in good
faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in benefits hereunder,
the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance
with section 409A of the Code:


 


(i)
any cash severance payments subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such
payment due first forfeited and reduced, and sequentially thereafter working from the next last payment, (ii) any cash severance
payments not subject to Section 409A of the Code due under this Agreement shall be reduced, with the last such payment due first
forfeited and reduced, and sequentially thereafter working from the next last payment; (iii) any acceleration of vesting of any
equity subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last
(without any such acceleration) first remaining as originally scheduled to vest; and (iv) any acceleration of vesting of any equity
not subject to Section 409A of the Code shall remain as originally scheduled to vest, with the tranche that would vest last (without
any such acceleration) first remaining as originally scheduled to vest. For purposes of making the calculations required by this
Subsection (b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on
reasonable, good-faith interpretations concerning the application of the Code and other applicable legal authority. The Company
and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order
to make a determination under this Subsection (b). The Company shall bear all costs that the Accountants may reasonably incur
in connection with any calculations contemplated by this Subsection (b).If, notwithstanding any reduction described in this Subsection
(b), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the
receipt of amounts payable under this Agreement or otherwise as described above, then Executive shall be obligated to pay back
to the Company, within thirty (30) days after a final IRS determination or, in the event that Executive challenges the final IRS
determination, a final judicial determination, a portion of such amounts equal to the Repayment Amount. The “Repayment Amount”
with respect to the payment of benefits shall be the smallest such amount, if any, that is required to be paid to the Company
so that Executive’s net after-tax proceeds with respect to any payment of benefits (after taking into account the payment
of the Excise Tax and all other applicable taxes imposed on such payment) are maximized. The Repayment Amount with respect to
the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax
proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph,
Executive shall pay the Excise Tax.


 




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Notwithstanding
any other provision of this Subsection (b), if (i) there is a reduction in the payment of benefits as described in this Subsection
(b), (ii) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization
of Executive’s net after-tax proceeds (calculated as if Executive’s benefits had not previously been reduced), and
(iii) Executive pays the Excise Tax, then the Company shall pay to Executive those benefits which were reduced pursuant to this
Subsection (b) as soon as administratively possible after Executive pays the Excise Tax, so that Executive’s net after-tax
proceeds with respect to the payment of benefits are maximized.


 


10.
Term of Agreement. This Agreement shall continue in full force and effect until the third anniversary of the Effective
Date (the “Initial Term”), and shall automatically renew for additional one (1) year renewal periods (a “Renewal
Term”) if Executive is employed by the Company on the last day of the Initial Term and on each Renewal Term; provided, however,
that within the sixty (60) to ninety (90) day period prior to the expiration of the Initial Term or any Renewal Term, at its discretion,
the Board may propose for consideration by Executive, such amendments to the Agreement as it deems appropriate. If Executive’s
employment with the Company terminates during the Initial Term or a Renewal Term, this Agreement shall remain in effect until
all of the obligations of the parties hereunder are satisfied or have expired.


 


11.
Successors and Binding Agreement.


 


(a)  The
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance reasonably satisfactory
to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken place. This Agreement will be binding upon and inure to the benefit
of the Company and any successor to the Company, including without limitation any persons acquiring directly or indirectly all
or substantially all of the business or assets of the Company whether by purchase, merger, consolidation, reorganization or otherwise
(and such successor will thereafter be deemed the “Company” for the purposes of this Agreement), but will not otherwise
be assignable, transferable or delegable by the Company.


 


(b)  This
Agreement will inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees and legatees. This Agreement will supersede the provisions of any employment,
severance or other agreement between the Executive and the Company that relate to any matter that is also the subject of this
Agreement, and such provisions in such other agreements will be null and void.


 


(c)  This
Agreement is personal in nature and neither of the parties hereto will, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as expressly provided in Sections 10(a) and 10(b). Without
limiting the generality or effect of the foregoing, the Executive’s right to receive payments hereunder will not be assignable,
transferable or delegable, whether by pledge, creation of a security interest, or otherwise, other than by a transfer by the Executive’s
will or by the laws of descent and distribution and, in the event of any attempted assignment or transfer contrary to this Section
10(c), the Company will have no liability to pay any amount so attempted to be assigned, transferred or delegated.


 


12.
Notices. For all purposes of this Agreement, all communications, including without limitation notices, consents, requests
or approvals, required or permitted to be given hereunder will be in writing and will be deemed to have been duly given when hand
delivered or dispatched by electronic facsimile transmission (with receipt thereof orally confirmed), or five (5) business days
after having been mailed by United States registered or certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier service such as FedEx or UPS, addressed to the Company
(to the attention of the Secretary of the Company) at its principal executive office and to the Executive at his principal residence,
or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices
of changes of address will be effective only upon receipt.


 






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13.
Section 409A of the Code.


 


(a)  Interpretation.
Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the
Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the
Code. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with section
409A of the Code and, if necessary, any such provision shall be deemed amended to comply with section 409A of the Code and regulations
thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under
section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions
will not be imposed. Any amount payable under this Agreement that constitutes deferred compensation subject to section 409A of
the Code shall be paid at the time provided under this Agreement or such other time as permitted under section 409A of the Code.
No interest will be payable with respect to any amount paid within a time period permitted by, or delayed because of, section
409A of the Code. All payments to be made upon a termination of employment under this Agreement that are deferred compensation
may only be made upon a “separation from service” under section 409A of the Code. For purposes of section 409A of
the Code, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive, directly or
indirectly, designate the calendar year of payment.


 


(b)  Payment
Delay. To the maximum extent permitted under section 409A of the Code, the severance benefits payable under this Agreement
are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining
amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided,
however, any amount payable to Executive during the six (6) month period following Executive’s Termination Date that does
not qualify within either of the foregoing exceptions and constitutes deferred compensation subject to the requirements of section
409A of the Code, then such amount shall hereinafter be referred to as the “Excess Amount.” If at the time of Executive’s
separation from service, the Company’s (or any entity required to be aggregated with the Company under section 409A of the
Code) stock is publicly-traded on an established securities market or otherwise and Executive is a “specified employee”
(as defined in section 409A of the Code and determined in the sole discretion of the Company (or any successor thereto) in accordance
with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall
postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following
Executive’s Termination Date with the Company (or any successor thereto) for six (6) months following Executive’s
Termination Date with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Executive
within ten (10) days following the date that is six (6) months following Executive’s Termination Date with the Company (or
any successor thereto). If Executive dies during such six (6) month period and prior to the payment of the portion of the Excess
Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount shall be paid to the personal
representative of Executive’s estate within sixty (60) days after Executive’s death.


 


(c)  Reimbursements.
All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section
409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s
lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement
during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement
of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred,
and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Any tax gross up payments to
be made hereunder shall be made not later than the end of Executive’s taxable year next following Executive’s taxable
year in which the related taxes are remitted to the taxing authority.


 






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14.  Governing
Law. The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State.


 


15.  Validity.
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person
or circumstances will not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal will be reformed
to the extent (and only to the extent) necessary to make it enforceable, valid or legal.


 


16.  Miscellaneous.
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to
in writing signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto or compliance with any condition or provision of this Agreement to be performed by such other party will be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not
set forth expressly in this Agreement. References to Sections are to references to Sections of this Agreement. Any reference in
this Agreement to a provision of a statute, rule or regulation will also include any successor provision thereto.


 


17.  Board
Membership. At each annual meeting of the Company’s stockholders prior to the Termination Date, the Company will nominate
Executive to serve as a member of the Board. Executive’s service as a member of the Board will be subject to any required
stockholder approval. Upon the termination of Executive’s employment for any reason, unless otherwise requested by the Board,
Executive agrees to resign from the Board (and all other positions held at the Company and its affiliates), and Executive, at
the Board’s request, will execute any documents necessary to reflect his resignation.


 


18.  Indemnification
and D&O Insurance. Executive will be provided indemnification to the maximum extent permitted by the Company’s and
its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, including, if applicable, any directors and
officers insurance policies, with such indemnification to be on terms determined by the Board or any of its committees, but on
terms no less favorable than provided to any other Company executive officer or director and subject to the terms of any separate
written indemnification agreement.


 


19.  Employee
Benefits. Executive will be eligible to participate in the Company employee benefit plans, policies and arrangements that
are applicable to other executive officers of the Company, as such plans, policies and arrangements may exist from time to time
and on terms at least as favorable as provided to any other executive officer of the Company.


 


20.  No
Duplication of Benefits. The benefits provided to Executive in this Agreement shall offset substantially similar benefits
provided to Executive pursuant to another Company policy, plan or agreement (including without limitation the All American Energy
Corp Executive Severance Plan and the All American Energy Corp Executive Retention Plan).


 


21.  Survival.
Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections
2 and 3, will survive any termination or expiration of this Agreement or the termination of the Executive’s employment for
any reason whatsoever.


 


22.  Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original but all of which together
will constitute one and the same agreement.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written.




 





	By:		 	By:	
	 	 	 	 	 
	 	/s/ Christopher P. Vallos	 	 	/s/ Christopher P. Vallos
	Name:	 Christopher P. Vallos	 	 	Christopher P. Vallos
	Title:	President	 	 	 










 



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EXHIBIT
A


 


Services


 


Consultant
shall serve as the Company’s Chief Executive Officer and Principal Executive Officer, Secretary, and Chairman of the Board
of Directors. Consultant shall have general charge of the business and affairs of the Company.


 


Primary
duties of the consultant:


 


		(a)	Acquisition
                                         of various lithium properties throughout North America, to acquire and develop mineral
                                         resource to mine operations including the potential Definitive Agreement that the Company
                                         is currently in final negotiations to enter into with Contigo Resources Ltd. for the
                                         acquisition of certain lithium licenses and claims in the Province of Quebec;



 


		(b)	Acquisition
                                         of sourcing and locating suitable financing for the Company in order to further the Company’s
                                         business plan; and



 


		(c)	General
                                         daily duties of the Company.



 


EXHIBIT
B


 


Compensation



 


The
parties agree that the compensation payable to Consultant for the Services set forth in Exhibit A and any subsequently agreed
upon Services to be provided by Consultant shall be as follows:


 


1.
Cash Compensation. Consultant will be entitled to cash compensation equal to $3,000  per month, payable on the 15 of the each
month that Consultant is retained by the Company.


 


2.  Equity
Compensation. In addition, the Company shall compensate the Consultant with a one time share issuance of 60,000,000 restricted
common shares at a deemed issuance price of US$.05 per share.


 






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