Klondex Mines Ltd.: Exhibit 10.3 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT 

THIS AGREEMENT, made effective as of July 31, 2015, is
between KLONDEX GOLD & SILVER MINING COMPANY, a corporation duly
organized under the laws of Nevada with offices at 360 Western Road, Suite 1,
Reno, Nevada 89506 ("Klondex G&S" or the "Company") and John
Seaberg, residing at [REDACTED], (the "Employee").

WHEREAS: 

A.     Klondex G&S is a wholly owned
subsidiary of Klondex Mines, a reporting issuer in Canada listed on the Toronto
Stock Exchange (the "TSX") with operations in Vancouver, British
Columbia, Reno, Nevada, Winnemucca, Nevada and Elko, Nevada; 

B.     Substantially all of Klondex Mines's
operations are conducted through Klondex Holdings (USA) Inc., Klondex G&S,
Klondex Midas Holdings Limited and Klondex Midas Operations Inc. (each such
entity, including Klondex Mines, but other than Klondex G&S, an
"Affiliate"); 

C.     Klondex G&S desires to employ
Employee and Employee desires to be employed by Klondex G&S pursuant to the
terms and conditions of this Agreement; THEREFORE, the parties, in
consideration of the promises and the mutual covenants and agreements contained
herein, mutually agree and covenant as follows: 

SECTION 1. EMPLOYMENT AND WORK DUTIES 

	1.1 	
      Employment



Klondex G&S agrees to employ Employee and Employee agrees
to be employed by Klondex G&S to provide such management services as
requested by Klondex G&S. Employee understands that as an employee of
Klondex G&S, he may be required to provide management services to an
Affiliate, including, but not limited to, services as Senior Vice President,
Investor Relations to Klondex Mines, if requested by Klondex G&S in
fulfillment of Klondex G&S's obligations under applicable administrative and
technical services agreements. 

	1.2 	
      Duties



Subject to the terms and conditions of this Agreement, the
Employee shall report to the President of Klondex G&S (the
"President"). The Employee shall continue to perform such duties and
responsibilities and exercise such powers as may from time to time be reasonably
assigned to the Employee by the President. 




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	1.3 	
      Location



The Employee shall work from the Klondex G&S office in
Reno, Nevada but also will have a presence at the mine sites (or office
locations) of Klondex Mines and Affiliates, as reasonably may be requested by
Klondex G&S, and occasional presence in Vancouver, and/or Toronto to attend
meetings. 

SECTION 2. COMPENSATION AND BENEFITS (IN US$)


	2.1 	
      Base Salary and Other
  Compensation



Subject to the other terms and conditions of this Agreement,
Klondex G&S shall pay to the Employee a base salary of US$220,000 per annum
(the "Base Salary"), less required and authorized deductions and
withholdings, paid to the Employee in equal bimonthly (twice a month) payments
in arrears, and pro-rated for any partial month of employment. The Base Salary
will be reviewed by the President from time to time. 

Klondex G&S shall pay to the Employee an amount equal to
the employee cost of family coverage under the Anthem Medical, Anthem Dental and
EyeMed Vision Plans (or any plans which replace these plans), on an after tax
basis, regardless of whether or not the Employee has elected such coverage (the
"Other Compensation"). The Other Compensation will be reviewed by the
President from time to time. 

	2.2 	
      Annual Bonus



The Employee shall be eligible for a target annual bonus of 50%
of the Employee's annual Base Salary, less required and authorized deductions
and withholdings, subject to achieving corporate and personal targets to be
mutually agreed upon in writing at the beginning of each calendar year with the
President. It is a term and condition of eligibility for the payment of any
bonus payment that the Employee be employed by Klondex G&S or an Affiliate
on the last day of the fiscal year in respect of which the annual bonus is
payable. The Employee shall not be deemed to be employed following the date the
Employee ceases to be actively employed by Klondex G&S and all Affiliates,
and for greater certainty, in the event of the termination of the Employee's
employment without just cause, such date shall be as specified in the notice of
termination from Klondex G&S (and shall not include or be deemed to include
any period of notice of termination to which the Employee may be entitled under
this Agreement, statute, common law or otherwise). If the Employee is eligible
to receive a bonus, any such bonus generally will be paid within 90 days
following the approval of the annual financial statements for the fiscal year,
provided that in all cases such payment will occur during the calendar year
following the last day of the fiscal year in which the services giving rise to
the bonus are performed.




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	2.3 	
      Group Benefits



During the term of this Agreement, the Employee shall be
entitled to participate in any group insurance, supplemental health insurance,
qualified pension, 401(k), hospitalization, medical health and accident,
disability, life, or similar plan or program of Klondex G&S or an Affiliate
now existing or hereafter established covering employees of Klondex G&S in
both Canada and the United States, subject to the terms and conditions of such
plans. Any claim or dispute relating to a decision made by the group benefits
insurer will be with and directed to the insurer only, and will not form the
basis for any dispute or liability as between Klondex G&S or an Affiliate
and the Employee. Notwithstanding anything herein to the contrary, however,
Klondex G&S or an Affiliate sponsoring such plan may at any time and from
time to time modify, suspend, or discontinue any or all such benefit plans for
its employees generally or for any group thereof at its sole discretion, without
any obligation to replace such modified, suspended or discontinued benefit with
any other benefit, equivalent or otherwise, or to otherwise compensate the
Employee in respect thereof. 

	2.4 	
      Vacation and Holidays



In addition to any statutory and other holidays observed by
Klondex G&S, during the term of this Agreement, the Employee shall be
entitled to paid vacation of four (4) weeks during each calendar year, pro-rated
for any partial calendar years. Such vacation shall be taken at a time or times
acceptable to Klondex G&S having regard to its operations. The vacation will
be subject to the Vacation Policy contained in the Employee Handbook of Klondex
G&S. 

	2.5 	
      Equity Incentive Plans



The Employee shall be eligible to participate in any equity
incentive plan made available to senior management of Klondex G&S, including
any such plans sponsored by Klondex Mines, in accordance with the terms and
conditions of such plan(s) as may be amended from time to time. Annual equity
incentive grants will be made following the Annual Meeting of Klondex Mines in
or around June annually.

	2.6 	
      Restricted Shares



Subject to regulatory approval, in connection with his
appointment pursuant to this Agreement, the Employee will be issued an aggregate
of 20,000 common shares of the Klondex Mines Ltd (“Common Shares”) promptly
after the effective date of this Agreement and taxes and other deductions will
be applied, where applicable. Twenty percent (20%) of the restricted shares
granted, shall vest one year after the date this Agreement was signed, twenty
percent (20%) of the restricted shares shall vest on the second anniversary
following the effective date of this Agreement and sixty percent (60%) of the
restricted shares shall vest on the third anniversary of this Agreement. 

	2.7 	
      Stock Matching



Subject to regulatory approval, in connection with his
appointment pursuant to this Agreement, the Company will match, in the form of
Klondex Mines Ltd. restricted common shares, 15% of any direct purchase of
Common Shares in the first financing (or purchase as agreed by the Company). The Employee purchase match will match 15% of his
shares purchased (to a maximum of $112,500 matched). One-third (1/3) of any
restricted Common Shares issued to the Employee pursuant to this provision shall
vest immediately, one-third (1/3) shall vest on the first anniversary following
the effective date of this Agreement and one-third (1/3) shall vest on the
second anniversary following the effective date of this Agreement. 




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	2.8 	
      Stock Options



Subject to regulatory approval, in connection with his
appointment pursuant to this Agreement, the Employee will be granted options to
purchase Klondex Mines Ltd. shares within 30 days of Commencement Date options
to purchase: 

	 	(a) 	
      300,000 Common Shares under its current stock option plan
      at an exercise price (the "Option Price") which shall be determined
      by the Board based on the current market price of the Company's common
      shares on the TSX Exchange at date of grant;

	 	 	 
	 	(b) 	
      Twenty percent (20%) of the stock options granted above
      in Sections 2.8(a), shall vest six months after the date this Agreement
      was signed, twenty percent (20%) of the stock options granted above in
      Sections 2.8(a) above shall vest on the first anniversary following the
      effective date of this Agreement and sixty percent (60%) of the stock
      options granted above in Sections 2.8(a) above shall vest on the second
      anniversary of this Agreement. Such options shall be exercisable for a
      period of five (5) years from the grant date thereof, subject to the terms
      and conditions of the Company's stock option plan, which the Employee
      acknowledges having reviewed and being satisfied
with.



SECTION 3. EXPENSES 

	3.1 	
      Travel Expense



The Employee will be reimbursed for all reasonable and
documented travel and other reasonable and documented out-of-pocket expenses
actually, exclusively, necessarily, and properly incurred by the Employee in
connection with the performance of his duties and functions, subject to the
policies of Klondex G&S in effect from time to time and the Employee first
providing receipts or vouchers to Klondex G&S and reasonable particulars of
such expenses within sixty (60) days after the date the expenses are incurred.
If such expense qualifies hereunder for reimbursement, then Klondex G&S will
reimburse the Employee for that expense within thirty (30) days thereafter. Each
reimbursement must be made no later than the end of the calendar year following
the calendar year in which the expense was incurred. The amount of
reimbursements in any calendar year shall not affect the expenses eligible for
reimbursement in the same or any other calendar year. The Employee's right to
reimbursement may not be liquidated or exchanged for any other benefit.






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	3.2 	
      Professional
Development



The parties acknowledge that it will benefit if the Employee
holds and improves his professional qualifications and engages in professional
and trade organizations. Accordingly, subject to prior approval by the
President, Klondex G&S will pay or reimburse the Employee for the costs and
fees of business and professional organization memberships reasonably intended
to improve the Employee's professional qualifications or the visibility and/or
reputation of Klondex G&S and Affiliates within the business community. The
Employee must provide receipts or vouchers to Klondex G&S for such costs and
fees within sixty (60) days after the later of (i) the Employee's incurrence of
such cost and fees; and (ii) the Employee's receipt of the invoice for such cost
and fees. Klondex G&S will reimburse the Employee for such costs and fees
within thirty (30) days thereafter. In no event will any such payment or
reimbursement be made later than the end of the calendar year following the
calendar year in which the cost and fees were incurred. The amount of such
reimbursements in any calendar year shall not affect the costs and fees eligible
for reimbursement in the same or any other calendar year. The Employee's right
to reimbursement may not be liquidated or exchanged for any other benefit. 

	3.3 	
      Professional Insurance



Klondex G&S will maintain, or cause Klondex Mines to
maintain, adequate Directors & Officers Liability Insurance to properly
protect the Employee against loss. Klondex G&S and Klondex Mines will be
directly responsible for all legal fees and other expenses for actions brought
against the Employee provided that (i) the Employee had reasonable grounds for
believing he acted honestly and in good faith with a view to the best interests
of Klondex G&S and Affiliates and, (ii) in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, he
had reasonable grounds for believing that his conduct was lawful. 

	3.4 	
      Non-US Income Taxes



Klondex G&S has a tax equalization policy and the Employee
will be subject to such tax equalization policy, which is intended to reduce the
potential for double taxation. 

SECTION 4. EMPLOYEE COVENANTS 

	4.1 	
      Employee's Services



The Employee hereby covenants and agrees that: 

	 	(a) 	
      the Employee shall, in the exercise of the Employee's
      duties, at all times follow the policies of Klondex G&S (and the
      policies of Affiliates, to the extent applicable) and the lawful
      instructions given and any regulations made by the Board of Directors of
      Klondex G&S (and the Board of Directors of Klondex Mines, to the
      extent applicable) and will, from time to time, and at all times when
      required to do so, give an account of Employee's activities to the
      President with respect to all transactions, matters and things relating to
      Klondex G&S and Affiliates; and

	 	 	 
	 	(b) 	
      the Employee shall, for the term of this Agreement,
      unless prevented by illness:







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	 	(i) 	
      devote the Employee's whole time and attention to the
      Employee's duties in the Employee's position and provide Klondex G&S
      (and Affiliates, to the extent applicable) with the full benefit of the
      Employee's knowledge, expertise, skill, experience and ingenuity with
      respect to the business and affairs of Klondex G&S and Affiliates,
      except to the extent that the parties agree in writing that the Employee
      may work or provide services for remuneration to another entity, including
      serving on the board of directors or as an officer of other public or
      private companies, provided that such activities do not unduly interfere
      with the Employee's obligations to Klondex G&S and
  Affiliates;

	 	 	 
	 	(ii) 	
      do his utmost to promote, develop and extend the business
      of Klondex G&S and Affiliates, during the term of this Agreement,
      communicate and channel to Klondex G&S and/or Affiliates all
      knowledge, business and customer contacts and any other information that
      could concern or be in any way beneficial to the business of Klondex
      G&S and Affiliates. Any such information thus communicated to Klondex
      G&S and Affiliates will be and remain the property of Klondex G&S
      and/or Affiliates notwithstanding any subsequent termination of the
      Employee's employment; and

	 	 	 
	 	(iii) 	
      exercise the degree of care, diligence and skill that a
      prudent senior officer would exercise in comparable
  circumstances.




	4.2 	
      Non-Solicitation



The Employee recognizes that he will obtain access to or obtain
confidential information about other employees or consultants of Klondex
G&S, Affiliates or other entities that may become affiliated with Klondex
G&S or Klondex Mines in the future ("Related Entities"), including
information about their education, experience, skills, ability, salary and
benefits and relationships with customers, shareholders and suppliers of Klondex
G&S, Affiliates and Related Entities. The Employee further recognizes that
such information is not generally known, is of substantial value to Klondex
G&S, Affiliates and Related Entities in securing and retaining customers,
shareholders and suppliers, and will be acquired by the Employee because of his
employment. Accordingly, the Employee shall not, during his employment and for
twelve (12) months following the cessation of the Employee's employment with
Klondex G&S, directly or indirectly, on his own behalf or on behalf of any
other person, hire, solicit or induce any person who is, or was within six (6)
months prior to any attempted hiring, solicitation or inducement, employed or
engaged by Klondex G&S, an Affiliate or a Related Entity to leave such
employment or engagement or enter into employment or engagement with any other
person or entity. 

	4.3 	
      Non-Competition



The Employee shall not, at any time during the term of this
Agreement and for a period of six (6) months following the termination of this
Agreement and/or the Employee's employment with Klondex G&S, for any reason,
either directly or indirectly, individually or in partnership or jointly or in
association with any person as principal, agent, consultant, employee, investor,
shareholder (other than an investment of less than two (2) per
cent of the shares of a company traded on a registered stock exchange) or in any
other manner whatsoever, be employed or engaged by, advise, carry on or be
interested in any person or entity that is involved in the business of mineral
exploration in any area within two hundred (200) kilometers of any property
Klondex G&S, an Affiliate or a Related Entity, in whole or part, owned or
leased during the time the Employee was employed by Klondex G&S.




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	4.4 	
      Confidentiality




	 	(a) 	
      In this Agreement, "Confidential Information"
      means confidential or proprietary information or material relating to the
      operations, personnel or business of Klondex G&S, Affiliates and
      Related Parties which the Employee obtains from Klondex G&S, an
      Affiliate or a Related Entity or from the officers, employees or agents of
      Klondex G&S, an Affiliate or a Related Entity, or otherwise by virtue
      of his employment by Klondex G&S, including, without limitation,
      corporate information, including plans, strategies, tactics, policies,
      resolutions, and any information regarding existing or contemplated
      litigation or negotiations; financial information, including cost and
      performance data, debt arrangements, equity structure, investors and
      holdings; operational and scientific information, including trade secrets;
      technical information, technical drawings and designs, drill results, mine
      plans, pit designs and reserve and resource estimates; and personnel
      information, including personnel lists, staff compensation, resumes,
      personnel data, organizational structure and performance
    evaluations.

	 	 	 	 
	 	(b) 	
      In the course of carrying out and performing his/her
      duties and responsibilities to Klondex G&S (and for Affiliates with
      respect to services Employee provides to them as an employee of Klondex
      G&S) pursuant to this Agreement, the Employee will obtain access to
      and be entrusted with Confidential Information. Except as authorized by
      the Board of Directors of Klondex G&S or required by law, the Employee
      shall, during and after his employment:

	 	 	 	 
	 		(i) 	
      keep the Confidential Information in strict confidence
      and shall not copy or reproduce the Confidential Information except in the
      proper course of the Employee's employment and for the benefit of Klondex
      G&S;

	 	 	 	 
	 		(ii) 	
      not use the Confidential Information for his own account
      or to the detriment of Klondex G&S, an Affiliate or a Related Entity
      or their lenders; and

	 	 	 	 
	 		(iii) 	
      not directly or indirectly disclose, allow access to or
      transfer the Confidential Information to any third party (other than
      Klondex G&S or its directors, officers, bankers, lenders and financial
      advisors in the course of his employment or at the express direction of
      the Board of Directors of Klondex G&S).







- 8 - 

	4.5 	
      Remedy



The parties acknowledge and agree that provisions of Sections
4.1, 4.2, 4.3 and 4.4 are reasonable in the circumstances and that a breach by
the Employee of any such provisions would cause irreparable harm to Klondex
G&S, Affiliates and Related Entities, which could not be adequately
compensated for by damages; and in the event of a breach of the said provisions
by the Employee, the Employee consents to an injunction being issued restraining
the Employee from any further breach thereof, but the provisions herein shall
not be construed so as to be in derogation of any other remedy which Klondex
G&S may have in the event of such a breach. 

SECTION 5. TERMINATION OF EMPLOYMENT 

	5.1 	
      Termination Date



In this Agreement, "Termination Date" means the date on
which the Employee ceases to actively perform services for Klondex G&S.

	5.2 	
      Voluntary Resignation



If the Employee wishes to resign the Employee's employment
voluntarily, the Employee shall provide sixty (60) days' notice in writing to
Klondex G&S (the "Resignation Period"). Klondex G&S may, in its
sole discretion, waive the Resignation Period in whole or in part by paying the
Employee's Base Salary and continuing the Employee's group benefits coverage to
the effective date of resignation. The Employee agrees that such waiver will not
constitute termination of the Employee's employment by Klondex G&S. In the
event of the Employee's voluntary resignation, the Employee shall have ninety
(90) days from the Termination Date to exercise any stock options he holds with
respect to shares of Klondex Mines (or any successor entity) that have vested
and are unexercised on or before the Termination Date. The Employee shall not be
entitled to be awarded or have any right to receive, after the Termination Date,
any further stock options or damages in lieu of receipt of further stock
options, which would have vested after the Termination Date. Except as otherwise
provided in this Section 5.2 or as required by law, the Employee shall not be
entitled to any further termination payments, damages or compensation
whatsoever. 

	5.3 	
      Termination with Cause




	 	(a) 	
      Klondex G&S may terminate the Employee's employment
      and this Agreement at any time without notice for just cause. For the
      purposes of this Agreement, "just cause" means:

	 	 	 	 
	 		(i) 	
      the non-performance, breach or default by the Employee of
      or under any of his covenants in this Agreement;

	 	 	 	 
	 		(ii) 	
      the failure by Employee to substantially perform
      Employee's duties with Klondex G&S (other than any such failure
      resulting from the Employee's disability as defined under the disability
      plans or programs as in effect for employees of Klondex G&S from time
      to time) after a written demand for substantial performance is delivered
      to the Employee that specifically identifies the manner in which Klondex G&S believes that
the Employee has not substantially performed the Employee's duties, and the
Employee has failed to resume on a continuous basis substantial performance of
the Employee's duties (as determined by Klondex G&S) within 30 days of such
written demand; 







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	 	(iii) 	
      Employee's disregard of or failure to comply with any
      lawful directive or instruction, written or otherwise, from the Board of
      Directors of Klondex G&S or any other person to whom Employee reports
      if such failure or disregard has a material adverse effect upon Klondex
      G&S or Affiliates;

	 	 	 
	 	(iv) 	
      negligence by Employee which causes, or which would
      reasonably be expected to cause, Klondex G&S or Affiliates material
      harm;

	 	 	 
	 	(v) 	
      Employee's material violation of applicable state,
      provincial or federal law relating to the business of Klondex G&S and
      Affiliates;

	 	 	 
	 	(vi) 	
      Employee's commission during the course of employment of
      any act of dishonesty, theft, fraud, embezzlement. misappropriation,
      assault, battery, malicious destruction of property, arson, sabotage,
      harassment, acts or omissions which violate the rules or policies (such as
      breaches of confidentiality) of Klondex G&S (or an Affiliate, to the
      extent applicable), or other conduct which demonstrates a disregard of the
      interests of Klondex G&S and Affiliates (regardless of whether the
      misconduct occurs on the premises of Klondex G&S); or

	 	 	 
	 	(vii) 	
      Employee's conviction of a crime (including, without
      limitation, a misdemeanor offense) which impairs Employee's ability
      substantially to perform Employee's duties under this
  Agreement.




	 	(b) 	
      If the Employee's employment and this Agreement are
      terminated under this section, the Employee shall not be entitled to
      receive any further pay or compensation (except for Base Salary and
      vacation pay, if any, accrued and owing under this Agreement up to the
      Termination Date), severance pay, notice, payment in lieu of notice,
      benefits or damages of any kind, and for clarity, without limiting the
      foregoing, the Employee shall not be entitled to any bonus or pro-rata
      bonus payment that has not already been paid to the Employee on or before
      the Termination Date. All unexercised stock options, whether vested or
      unvested, in Klondex Mines held by the Employee shall be forfeited without
      any consideration or damages of any kind on the Termination
  Date.




	5.4 	
      Termination without
Cause




	 	(a) 	
      If the Employee experiences an involuntary termination of
      employment by Klondex G&S (or any successor) for any reason other than
      for just cause, then Klondex G&S (or its successor) shall provide the
      Employee with written notice specifying the Termination Date. Klondex
      G&S shall pay the Employee for all accrued but unpaid wages and
      vacation entitlements up to the Termination
Date (net of applicable withholdings). In addition, provided that
the Release under Section 5.4(c) has been executed and becomes enforceable in
accordance with its terms following the expiration of the applicable revocation
period, Klondex G&S shall provide to the Employee a lump sum separation
payment, net of applicable withholdings and less any amounts owing by the
Employee to Klondex G&S, (the "Separation Payment") equal to:







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	 	(i) 	
      the Employee's monthly Base Salary (determined as of the
      Termination Date) multiplied by 12, provided that for each completed year
      of service (but not to exceed six years) measured from the Employee's date
      of hire on July 31, 2015 (the “Employee’s Date of Hire”), an
      additional amount equal to one month's base salary will be added;
    plus

	 	 	 
	 	(ii) 	
      the monthly premium cost of coverage described in Section
      2.3 multiplied by 12, provided that for each completed year of service
      (but not to exceed six years) measured from the Employee's Date of Hire an
      additional amount equal to one month's premium cost will be added;
    plus

	 	 	 
	 	(iii) 	
      an amount equal to the Employee's then current target
      bonus amount pursuant to Section 2.2 for the year in which the Termination
      Date occurs (or if the target bonus amount for the year in which the
      Termination Date occurs has not been determined as of the Termination
      Date, the target bonus amount for the year prior to the Termination Date)
      plus an additional amount equal to 1/12th of such bonus amount for each
      completed year of service (but not to exceed six years) measured from the
      Employee's Date of Hire; plus

	 	 	 
	 	(iv) 	
      An amount equal to 4% of the Employee's monthly Base
      Salary (determined as of the Termination Date) multiplied by 12, provided
      that for each completed year of service (but not to exceed six years)
      measured from the Employee's Date of Hire, an additional amount equal to
      4% of one month's base salary will be added.



For greater certainty, in no
circumstances shall the Employee be entitled to a Separation Payment that is
more than the equivalent of a total of 18 months of the payments in paragraphs
5.4(a)(i),(ii),(iii) and (iv) above (i.e., 12 months plus an additional month
for each of the first six years of completed of service from Employee's Date of
Hire, up to a maximum of an additional 6 months). With respect to the
calculation in paragraph 5.4(a)(iii), the target annual bonus amount shall be
used without regard to the achievement of any corporate and personal targets
established in connection with such target bonus amount. 

	 	(b) 	
      The Separation Payment described in this Section 5.4 will
      be paid within 10 days following the expiration of the revocation period
      applicable to the Release (as described in Section 5.4(c)), unless the
      Employee has failed to execute a Release as described in Section 5.4(c),
      in which case Employee shall forfeit any Separation Payment. The
      Separation Payment is intended to be exempt
from Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code") and therefore will be paid by March 15th of the calendar
year following the calendar year in which the notice of termination is given,
provided that if the notice of termination specifies a termination date that
will occur in a subsequent calendar year and further specifies that the Employee
is required to continue providing service through that later termination date,
then such payment will be paid by March 15th of the calendar year
following the Employee's termination date (such date, in either case, referred
to herein as the "latest payment date").







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	 	(c) 	
      In order for the Employee to receive the Separation
      Payment, the Employee must sign a release of claims ("Release") in
      substantially the form set forth in Attachment A to this Agreement on or
      prior to the date of the expiration of the consideration period (not less
      than 21 days) set forth in the Release. The Company agrees to provide the
      Employee with the Release within 10 days of the Termination Date, and in
      all cases no later than a date such that the last day of any revocation
      period described in the Release will occur on or before February 28 of the
      year in which the latest payment date occurs. If the Employee fails to
      sign the release within the time frame specified therein, the Employee
      will forfeit any right to the Separation Pay and the Employee shall not be
      entitled to any payments replacing the Separation Payment.

	 	 	 
	 	(d) 	
      In the event the Company terminates the Agreement and the
      Employee's employment under this section, all outstanding equity awards
      granted under compensatory plans shall vest 100%; provided however, if an
      outstanding equity award is subject to Section 409A, the acceleration of
      vesting will not change the time or form of payment in a manner that would
      violate Section 409A; if an outstanding equity award is exempt from
      Section 409A, the award will be administered in a manner that retains such
      exemption or otherwise complies with Section 409A.

	 	 	 
	 	(e) 	
      In the event the Company terminates the Agreement and the
      Employee's employment under this section, the Employee shall have ninety
      (90) days from the Termination Date to exercise any stock options to
      acquire shares of Klondex Mines (or any successor) that he holds that have
      vested and are unexercised on or before the Termination Date. The Employee
      shall not be entitled to be awarded or have any right to receive, after
      the Termination Date, any further stock options or damages in lieu of
      receipt of further stock options, which would have vested after the
      Termination Date. Except as otherwise provided in this Section 5.4 or as
      otherwise provided under minimum employment standards legislation, the
      Employee shall not be entitled to any further termination payments,
      damages or compensation whatsoever.

	 	 	 
	 	(f) 	
      The Separation Payment is attributable to services
      performed in the United States.




	5.5 	
      Termination in the Event of a Change of
    Control




	 	(a) 	
      For the purposes of this Agreement, a "Change of
      Control" means:







- 12 - 

	 		(i) 	
      the direct or indirect sale, lease, exchange or other
      transfer of all or substantially all of the assets of Klondex Mines to any
      person or entity or group of persons or entities, but not including the
      entering into of an option, joint venture or other arrangement whereby
      Klondex Mines transfers, or has the right to transfer, an interest in its
      mineral properties yet maintains control, majority ownership or an
      operating interest in the mineral properties, resulting entity or new
      arrangement;

	 	 	 	 
	 		(ii) 	
      the amalgamation, merger or arrangement of Klondex Mines
      with or into another entity where the shareholders of Klondex Mines
      immediately prior to the transaction will hold less than 50% of the voting
      securities of the resulting entity upon completion of the
    transaction;

	 	 	 	 
	 		(iii) 	
      any person or combination of persons acting jointly or in
      concert, acquiring or becoming the beneficial owner of, directly or
      indirectly, of more than 50% of the voting securities of Klondex Mines
      whether through the acquisition of previously issued and outstanding
      voting securities of Klondex Mines or of voting securities of Klondex
      Mines that have not previously been issued or any combination thereof or
      any other transaction with similar effect; or

	 	 	 	 
	 		(iv) 	
      the Board of Directors of Klondex Mines adopting a
      resolution to the effect that, for purposes of the Agreement, a Change of
      Control has occurred, or that such a Change of Control is imminent, in
      which case, the date of the Change of Control shall be deemed to be the
      date of such resolution.

	 	 	 	 
	 	(b) 	
      For the purposes of this Agreement, "Good Reason"
      means the continued occurrence of any of the following conditions without
      Employee's consent after the Employee has given Klondex G&S written
      notice of such condition within thirty days following the initial
      existence of the condition, and Klondex G&S has failed to cure such
      condition within 30 days of the date it received notice of the
      condition:

	 	 	 	 
	 		(i) 	
      Klondex G&S assigning to the Employee duties
      materially inconsistent with the Employee's duties and responsibilities
      under this Agreement, including those management duties performed by
      Employee, as an employee of Klondex G&S, for Klondex Mines or an
      Affiliate;

	 	 	 	 
	 		(ii) 	
      a unilateral reduction by Klondex G&S of the
      Employee's Base Salary, or any unilateral change in the basis upon which
      the Employee's Base Salary is determined or paid if the change is or will
      be materially adverse to the Employee, except where (x) such reduction or
      change is part of a general reduction in the base salary of all or
      substantially all of the members of management of Klondex G&S and
      which affects the Employee in substantially the same manner as the other
      members of the management of Klondex G&S who are also affected by such
      general reduction and (y) such change does not constitute more than ten percent (10%) of
the Employee's Base Salary; 







- 13 -

	 	(iii) 	
      Klondex G&S unilaterally relocating the Employee's
      principal location more than 100 miles from the Employee's current work
      location (i.e., Klondex G&S's Reno, Nevada office);
or

	 	 	 
	 	(iv) 	
      any material breach by Klondex G&S of any provision
      of this Agreement, which is not cured by Klondex G&S within thirty
      (30) days following written notice from the
Employee.




	 	(c) 	
      Notwithstanding Section 5.4, if, within one hundred and
      eighty (180) days following a Change of Control, the Employee experiences
      an involuntary termination of employment by Klondex G&S or any
      successor entity without just cause or if the Employee terminates
      employment for Good Reason, provided that a Release as described in
      Section 5.4(c) has been executed and becomes enforceable in accordance
      with its terms following the expiration of the applicable revocation
      period, then:




	 	(i) 	
      all unvested stock options to acquire shares of Klondex
      Mines (or any successor) held by the Employee shall immediately vest on
      the Termination Date and the Employee shall have one (1) year after the
      date of the Change of Control to exercise the vested stock
  options;

	 	 	 
	 	(ii) 	
      Klondex G&S shall provide the Employee with a
      lump-sum payment equal to the Separation Payment the Employee would have
      received under Sections 5.4(a);

	 	 	 
	 	(iii) 	
      the Employee shall not be entitled to receive any further
      pay or compensation (except for Base Salary, if any, accrued and owing
      under this Agreement up to the Termination Date), severance pay, notice,
      payment in lieu of notice, benefits or damages of any kind, and for
      clarity, without limiting the foregoing, the Employee shall not be
      entitled to any bonus or pro-rata bonus payment that has not already been
      paid to the Employee on or before the Termination Date; and

	 	 	 
	 	(iv) 	
      The lump sum payment described in this Section 5.5 will
      be paid within 10 days following the expiration of the revocation period
      applicable to the Release (as described in Section 5.4(c)), and in all
      cases by March 15th of the calendar year following the calendar
      year in which the Employee's Termination Date occurs (in the case of an
      involuntary termination by the Company) or the calendar year in which the
      Employee's notice to the Company of termination for Good Reason occurs (in
      the case of Employee's termination for Good
Reason).



For greater certainty, if the
Employee's employment is terminated without Cause one hundred and eighty-one
(181) days or more after the Change of Control the Employee's entitlements will
be as per Section 5.4 above. 




- 14 - 

	 	(d) 	
      The lump sum payment is attributable to services
      performed in the United States.




	5.6 	
      Return of Property



In the event that the Employee's employment terminates for any
reason, the Employee agrees to deliver to a nominated employee of Klondex
G&S on the Termination Date all property of Klondex G&S and Affiliates
and Related Entities, and other property for which Klondex G&S is liable to
others, in the Employee's possession, charge or control (and any copies thereof)
wherever situated including, without limiting the generality of the foregoing,
any Confidential Information and all notes, memoranda and other documents
concerning any of the business, personnel or affairs of Klondex G&S,
Affiliates and Related Entities, whether in written or electronic form, all
books, effects, money, securities, keys, pass cards, credit cards, laptops or
vehicles. 

	5.7 	
      Stock Options



Notwithstanding anything to the contrary in this Agreement, no
provision of this Agreement shall extend the term of any stock option past the
expiration date of the option in accordance with the terms of such option
agreement and/or option plan governing such option. 

SECTION 6. MISCELLANEOUS 

	6.1 	
      Headings



The headings of the Sections and paragraphs herein are inserted
for convenience of reference only and shall not affect the meaning or
construction hereof. 

	6.2 	
      Applicable Law



This Agreement will be governed by and be construed in
accordance with the Laws of the State of Nevada. Venue for any action brought by
the parties to this Agreement will be in the courts of the State of Nevada.

	6.3 	
      Arbitration



The parties agree that any dispute relating to the terms of
this Agreement or the Employee's employment with Klondex G&S will be
determined by arbitration in accordance with the then-current JAMS employment
arbitration rules and procedures, except as modified herein. The arbitration
will be conducted by a sole neutral arbitrator who has had both training and
experience as an arbitrator of general employment and commercial matters and who
is and for at least ten (10) years has been, a partner, a shareholder, or a
member in a law firm. If Klondex G&S and Employee cannot agree on an
arbitrator, then the arbitrator will be selected by JAMS in accordance with Rule
15 of the JAMS employment arbitration rules and procedures. No person who has
served as a mediator under the mediation provision, however, may be selected as
the arbitrator for the same claim or dispute. Reasonable discovery will be
permitted and the arbitrator may decide any issue as to discovery. The
arbitrator may decide any issue as to whether or as to the extent to which any
dispute is subject to the dispute resolution provisions in this Agreement and
the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on the provisions of this Section
6.3 and applicable law and must render the award in writing, including an
explanation of the reasons for the award. Judgment upon the award may be entered
by any court having jurisdiction of the matter, and the decision of the
arbitrator will be final and binding. The statute of limitations applicable to
the commencement of a lawsuit will apply to the commencement of an arbitration
under this Section. The arbitrator's fees will be paid in equal portions by
Klondex G&S and Employee, unless Klondex G&S agrees to pay all such
fees. 




- 15 -

	6.4 	
      Severability



Each provision of this Agreement is intended to be severable;
if any term or provision hereof shall be determined by a court of competent
jurisdiction to be illegal, void or invalid for any reason whatsoever, such
provision shall be severed from this Agreement and the remaining terms and
provisions shall remain in full force and effect. 

	6.5 	
      Survivability



The provisions of Section 4, Section 5 and Section 6.3 shall
survive the termination of this Agreement. 

	6.6 	
      Pre-Contractual
Representations



The Employee hereby waives any right to assert any claim based
on any pre-contractual representations, negligent or otherwise, made by Klondex
G&S, Klondex Mines or any Affiliates. 

	6.7 	
      Assignability



This Agreement may not be assigned by the Employee. Without in
any way limiting the rights of Klondex G&S to assign this Agreement, it is
expressly understood and agreed that Klondex G&S shall have the right to
assign this Agreement to any other entity to which the business of Klondex
G&S is transferred, in whole or in part, which thereafter carries on the
business of Klondex G&S. 

	6.8 	
      Successors



This Agreement and all rights of the Employee hereunder will be
binding upon and shall enure to the benefit and be binding upon Klondex G&S
and its successors and assigns and the Employee and his heirs, representatives
and administrators. 

	6.9 	
      Waiver of Breach



The waiver by either the Employee or Klondex G&S of a
breach of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by that party. 




- 16 - 

	6.10 	
      Modification of Agreement



Any modification to this Agreement must be in writing and
signed by the parties or it shall have no effect and shall be void. 

	6.11 	
      Entire Agreement



This Agreement reflects the entire agreement of the parties and
supersedes and replaces all prior letters of intent, agreements,
representations, warranties, statements, promises, information, arrangements and
understandings, whether oral or written, express or implied, between all or any
of the parties with respect to the subject matter of this Agreement, including
without limitation, the employment agreement between Employee, Klondex G&S
and Klondex Mines effective as of July 31, 2015. The recitals and any schedules
form a part of and are incorporated by reference into this Agreement. 

	6.12 	
      Further Acts



The Employee agrees that on the request of Klondex G&S, he
will execute, acknowledge, perform and deliver all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required for the better carrying out and performance of the terms of this
Agreement. 

	6.13 	
      Counterparts



This Agreement may be executed in counterparts, each of which
shall be deemed to be an original but all of which together shall constitute one
and the same instrument.

	6.14 	
      Independent Legal Advice



The Employee acknowledges that this Agreement has been prepared
by Klondex G&S and that he has had sufficient time to review this Agreement
thoroughly, that he has read and understood the terms of this Agreement and that
he has been given the opportunity to obtain independent legal advice concerning
the interpretation and effect of this Agreement prior to its execution. 

	6.15 	
      Compliance with Section 409A of the Internal Revenue
      Code



Payments and benefits provided under this Agreement as a result
of Employee's termination of employment are intended to fall within the
exception in U.S. Treasury Regulation 1.409A -1(b)(4) for short term deferrals
or other applicable exceptions and will be interpreted and administered
accordingly. However, to the extent that any payment under this Agreement is
subject to Section 409A of the Code, it is intended to comply with Section 409A
and this Agreement shall be interpreted and construed accordingly and in a
manner that avoids the imposition of taxes and other penalties under Section
409A (such taxes and other penalties referred to collectively as "409A
Penalties"). In the event that Klondex G&S determines that the terms of this
Agreement would subject the Employee to 409A Penalties, Klondex G&S and the
Employee shall cooperate diligently to amend the terms of this Agreement to
avoid such 409A Penalties, to the extent possible; provided,
however, that this Section 6.15 shall not create any
obligation on the part of Klondex G&S to adopt any such amendment or take
any such other action. All references in this Agreement to the Employee's
termination of employment shall mean a "separation from service" within the
meaning of Section 409A of the Code, to the extent required to comply with
Section 409A of the Code. Any payment that is "deferred compensation" within the
meaning of and subject to Section 409A of the Code that becomes payable as a
result of the Employee's separation from service and that is conditioned upon
the Employee's execution of a Release will be paid within 90 days following the
Employee's separation from service and if such period begins in one taxable year
and carries over into a second taxable year, payment shall be made in the second
taxable year, and in no event shall the Employee have the ability to influence
the year in which payment will occur. Notwithstanding any other provision in
this Agreement, if on the date of the Employee's "separation from service" the
Employee is a "specified employee," as defined in Section 409A of the Code, then
to the extent any amount payable under this Agreement upon the Employee's
separation from service would be a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such payment shall be delayed until the earlier to
occur of (x) the first day of the seventh month following the Employee's
separation from service or (y) the date of the Employee's death. 




- 17 -

	6.16 	
      Taxes; Parachute Payment

	 	 	 
		(a) 	
      Withholding. All payments under this Agreement shall be
      subject to withholding of such amounts, if any, relating to tax or other
      payroll deductions as Klondex G&S may reasonably determine should be
      withheld pursuant to any applicable law or regulation.

	 	 	 
		(b) 	
      Parachute Payment. Anything in this Agreement to the
      contrary notwithstanding, in the event that it shall be determined that
      any payment, distribution, or other action by Klondex G&S to or for
      the Employee's benefit (whether paid or payable or distributed or
      distributable pursuant to the terms of the Agreement or otherwise (a
      "Parachute Payment"), would result in an "excess parachute payment" within
      the meaning of Section 280G(b)(i) of the Code, and the value determined in
      accordance with Section 280G(d)(4) of the Code of the Parachute Payments,
      net of all taxes imposed on the Employee (the "Net After-Tax Amount") that
      the Employee would receive would be increased if the Parachute Payments
      were reduced, then the Parachute Payments shall be reduced by an amount
      (the "Reduction Amount") so that the Net After-Tax Amount after such
      reduction is greatest. For purposes of determining the Net After-Tax
      Amount, the Employee shall be deemed to (i) pay federal income taxes at
      the highest marginal rates of federal income taxation for the calendar
      year in which the Parachute Payment is to be made, and (ii) pay applicable
      state and local income taxes at the highest marginal rate of taxation for
      the calendar year in which the Parachute Payment is to be made, net of the
      maximum reduction in federal income taxes which could be obtained from
      deduction of such state and local taxes. Subject to the provisions of this
      Section 6.16, all determinations required to be made under this Section
      6.16, including the Net After-Tax Amount, the Reduction Amount and the
      Parachute Payments that are to be reduced pursuant to this Section 6.16
      and the assumptions to be utilized in arriving at such determinations,
      shall be made by independent public accounting firm selected by Employee
      (the "Accounting Firm"), which shall provide detailed supporting
      calculations both to Klondex G&S and the Employee within fifteen (15) business days of
the receipt of notice from the Employee that there has been a Parachute Payment,
or such earlier time as is requested by the Employee. The Accounting Firm's
decision as to which Parachute Payments are to be reduced shall be made (a) only
from Parachute Payments that the Accounting Firm determines reasonably may be
characterized as "parachute payments" under Section 280G of the Code; (b) only
from Parachute Payments that are required to be made in cash; (c) only with
respect to any amounts that are not payable pursuant to a "nonqualified deferred
compensation plan" subject to Section 409A of the Code, until those payments
have been reduced to zero; and (d) in reverse chronological order, to the extent
that any Parachute Payments subject to reduction are made over time (e.g., in
installments). In no event, however, shall any Parachute Payments be reduced if
and to the extent such reduction would cause a violation of Section 409A of the
Code or other applicable law. All fees and expenses of the Accounting Firm shall
be borne solely by Klondex G&S. Any determination by the Accounting Firm
shall be binding upon Klondex G&S and the Employee. 







- 18 -

	6.17 	
      Copy of Agreement



The Employee hereby acknowledges receipt of a copy of this
Agreement duly executed by Klondex G&S. 

[Remainder of page intentionally left blank. Signature
page follows.]  

 




IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto on January 29, 2016. 

KLONDEX GOLD & SILVER MINING COMPANY 


	PAUL HUET,
      President 



ACCEPTED: 

	/s/ John Seaberg	 	/s/
    Barry Dahl
	JOHN SEABERG
    	 	Witness
      Signature 
	 	 	 
	January 29, 2016	 	Barry Dahl
	Date Signed 	 	Witness Name 
	 	 	 
	 	 	 
	 	 	[REDACTED]
	  	 	Witness Address 






ATTACHMENT A 

RELEASE OF CLAIMS 

This Agreement and General Release of all Claims (this
"Release") is entered into by _________________ (the "Employee")
and Klondex Gold & Silver Mining Co. (the "Company"), effective as of
___________________. In consideration of the promises set forth in the
Employment Agreement between the Employee and the Company, effective March 1,
2015 (the "Employment Agreement"), the Employee and the Company agree as
set forth in this Release. Capitalized terms not defined in this Release shall
have the meaning ascribed to them in the Employment Agreement.

The form of this Release is being provided to the Employee on
_______________, 20__ and the Employee will have ________days from such date
[a minimum of 21 days must be given] to consider whether to sign this
Release (the "Consideration Period") and return it to the Company. If this
Release is not executed and delivered to the Company by __________________,
20__, or if so delivered by the Employee but it is nevertheless revoked by the
Employee within the applicable Revocation Period, then the Employee will forfeit
all rights to any Separation Payment and other benefits to which the Employee
may otherwise have been entitled pursuant to Section 5.4 or Section 5.5 of the
Employment Agreement. The Employee may choose to sign and deliver this
Release to the Company before the end of the Consideration Period. The Employee
will have ____ days [must be at least 7 days and could be longer depending on
employee's age and other factors. Consult U.S. counsel before completing this
section] following the date of delivery to the Company of the executed
Release to revoke the Release (the "Revocation Period") by delivery to the
Company of written notice of such revocation within such Revocation Period.

In consideration of the promises set forth in the Employment
Agreement between the Employee and the Company, effective March 1, 2015 (the
"Employment Agreement"), the Employee and the Company agree as follows: 

1.     Return of Property. All
files, access keys, desk keys, ID badges, computers, electronic devices,
telephones and credit cards, and such other property of the Company, Affiliates
and Related Parties as the Company may reasonably request, in the Employee's
possession must be returned no later than the date of the Employee's termination
from the Company. 




- 2 - 

2.     General Release and Waiver of Claims. 

(a)    
Release. In consideration of the payments and benefits provided to the
Employee under the Employment Agreement and after consultation with counsel, the
Employee, his marital community, and each of the Employee's respective heirs,
executors, administrators, representatives, agents, successors and assigns
(collectively, the "Releasors") hereby irrevocably and unconditionally
release and forever discharge the Company, Affiliates and Related Parties and
each of their respective officers, employees, directors, shareholders and agents
("Releasees") from any and all claims, actions, causes of action, rights,
judgments, obligations, damages, demands, accountings or liabilities of whatever
kind or character (collectively, "Claims"), including, without
limitation, any Claims under any federal, state, local, provincial or foreign
law, that the Releasors may have, or in the future may possess, arising out of
(i) the Employee's employment relationship with and service as an employee,
officer or director of the Company, Affiliates of Related Parties, and the
termination of such relationship or service, and (ii) any event, condition,
circumstance or obligation that occurred, existed or arose on or prior to the
date hereof; provided, however, that the Employee does not
release, discharge or waive (i) the Employee's rights to payments and benefits
provided under the Employment Agreement that are contingent upon the execution
by the Employee of this Release, or rights to enforce the performance by the
Company of its obligations under the Employment Agreement, (ii) any employee
benefits payable pursuant to the terms of the applicable plans of the Company or
any of its affiliates, which benefits shall be paid or provided in accordance
with the terms of such plans, or (iii) any right of indemnification or
contribution that the Employee may have under the organizational documents of
the Company or from any other source, including, any directors' or officers'
insurance policy maintained by the Company. 

(b)    
Specific Release of ADEA Claims. In further consideration of the payments
and benefits provided to the Employee under the Employment Agreement, the
Releasors hereby unconditionally release and forever discharge the Releasees
from any and all Claims that the Releasors may have as of the date the Employee
signs this Release arising under the federal Age Discrimination in Employment
Act of 1967, as amended, and the applicable rules and regulations promulgated
thereunder ("ADEA"). By signing this Release, the Employee hereby
acknowledges and confirms the following: (i) the Employee was advised by the
Company in connection with his termination to consult with an attorney of his
choice prior to signing this Release and to have such attorney explain to the
Employee the terms of this Release, including, without limitation, the terms
relating to the Employee's release of claims arising under; (ii) the Employee
was given a period of not fewer than [21]/[45] days to consider the terms of
this Release and to consult with an attorney of his choosing with respect
thereto; (iii) the Employee knowingly and voluntarily accepts the terms of this
Release; [and (iv) in accordance with the requirements of ADEA regarding an
"employment termination program", the Employee was provided with the information
appended hereto as Schedule 1]. The Employee also understands that he has seven
(7) days following the date on which he signs this Release within which to
revoke the release contained in this paragraph, by providing the Company a
written notice of his revocation of the release and waiver contained in this
paragraph. 




- 3 - 

(c)     No
Assignment. The Employee represents and warrants that he has not assigned
any of the Claims being released under this Release. 

3.     Proceedings. The Employee has not filed,
and agrees not to initiate or cause to be initiated on his behalf, any
complaint, charge, claim or proceeding against the Releasees before any local,
state or federal agency, court or other body relating to his employment or the
termination of his employment, other than with respect to the obligations of the
Company to the Employee under the Employment Agreement (each, individually, a
"Proceeding"), and agrees not to participate voluntarily in any
Proceeding. The Employee waives any right he may have to benefit in any manner
from any relief (whether monetary or otherwise) arising out of any Proceeding.


4.     Remedies. In the event the
Employee initiates or voluntarily participates in any Proceeding, or if he fails
to abide by any of the terms of this Release or his post-termination obligations
contained in the Employment Agreement, the Company may, in addition to any other
remedies it may have, reclaim any amounts paid to him under the termination
provisions of the Employment Agreement or terminate any benefits or payments
that are subsequently due under the Employment Agreement, without waiving the
release granted herein. The Employee acknowledges and agrees that the remedy at
law available to the Company for breach of any of his post-termination
obligations under the Employment Agreement or his obligations under Paragraphs 2
and 3 of this Release would be inadequate and that damages flowing from such a
breach may not readily be susceptible to being measured in monetary terms.
Accordingly, the Employee acknowledges, consents and agrees that, in addition to
any other rights or remedies that the Company may have at law or in equity, the
Company shall be entitled to seek a temporary restraining order or a preliminary
or permanent injunction, or both, without bond or other security, restraining
the Employee from breaching his post-termination obligations under the
Employment Agreement or his obligations under Paragraphs 2 and 3 of this
Release. Such injunctive relief in any court shall be available to the Company,
in lieu of, or prior to or pending determination in, any arbitration proceeding.


The Employee understands that by entering into this Release he
will be limiting the availability of certain remedies that he may have against
the Company and limiting also his ability to pursue certain claims against the
Company. 

5.     Survival of Certain Terms of Employment
Agreement. The Employee acknowledges and affirms that the Employee has
previously executed the Employment Agreement (Attached hereto as Attachment A),
and that the terms and conditions of the Employment Agreement that survive the
employment relationship, including but not limited to the Employee's continuing
confidentiality, non-competition and non-solicitation obligations, survive and
are not affected by this Release.

6.     Severability Clause. In the event any
provision or part of this Release is found to be invalid or unenforceable, only
that particular provision or part so found, and not the entire Release, will be
inoperative. 

7.     EEOC. Nothing in this Agreement shall be
construed to prohibit the Employee from filing a charge or complaint, including
a challenge to the validity of the waiver provision of this Agreement, with the Equal Employment
Opportunity Commission. However, Employee has waived any right to monetary
relief.




- 4 -

8.     Nonadmission. Nothing contained in
  this Release will be deemed or construed as an admission of wrongdoing or
liability on the part of the Company. 

9.     Governing Law. All
matters affecting this Release, including the validity thereof, are to be
governed by, and interpreted and construed in accordance with, the laws of the
State of Nevada applicable to contracts executed in and to be performed in that
State. 

10.    Arbitration. Any dispute or
controversy arising under or in connection with this Release or otherwise in
connection with the Employee's employment by the Company that cannot be mutually
resolved by the parties to this Release and their respective advisors and
representatives shall be settled exclusively by arbitration in accordance with
the provisions of Section 6.3 of the Employment Agreement. 

11.    Counterparts. This Release may be executed
via facsimile or electronic mail and in one or more counterparts, each of which
shall be deemed an original, but all of which together constitute one and the
same instrument, binding on the parties. 

12.    Notices. All notices or
communications hereunder shall be in writing, addressed as follows: 

To the Company: 

____________________

____________________
Attn:
_______________

To the Employee: 

The address most recently on file in the payroll records of the
Company. 

All such notices shall be conclusively deemed to be received
and shall be effective (i) if sent by hand delivery, upon receipt or (ii) if
sent by electronic mail or facsimile, upon confirmation of receipt by the sender
of such transmission. 

[Signature Page Follows] 




- 5 - 

THE EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE AND
THAT HE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT HE
HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE AND AGREEMENTS
PROVIDED FOR HEREIN VOLUNTARILY AND OF HIS OWN FREE WILL. 

Klondex Gold & Silver Mining Co. 


	By:	 
	 	 
	Its: 	 



Employee: 


	 	 
	Name: 	 
	 	 
	Address: 	 
	 	 
	Date: