Exhibit 4.1






EXECUTIVE COMPENSATION CONTRACT (the "Agreement") dated effectiveasof
 January29,2013 (the "Effective Date")
 
 
 BETWEEN:
 
 ALMADEN MINERALS LTD., a British Columbia company
 
 hereinafter the "Cornoration"
 AND:
 HAWK MOUNTAIN RESOURCES LTD., a British Columbia
 company
 
 hereinafter the "Management Company"
 
 
 WHEREAS the Corporation is a mineral exploration and development company;
 
 AND WHEREAS the Management Company has provided the services of Duane Poliquin
 (the "Executive") who has acted, and the Management Company has agreed, on the terms
 set forth in this Agreement, to continue to provide the services of the Executive to continue
 to act, as the Executive Chairman of the Corporation;
 
 AND WHEREAS the Corporation recognizes the valuable services that the Executive has
 provided and continues to provide to it and its subsidiaries and believes that it is
 reasonable and fair to the Corporation that the Executive receive fair treatment in the
 event of a Change of Control (as hereinafter defined) and the directors of the Corporation
 have determined that it is in the best interests of the Corporation to induce the
 Management Company to provide the Executive's services, and to continue providing the
 Executive's services, to the Corporation and its subsidiaries by indicating that in the event
 of a Change of Control the Management Company would have certain guaranteed rights
 with regard to the providing of the services of the Executive.
 
 NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
  1.  Term
 
 The term of this Agreement (the "Term") shall be for 2 years commencing the
 Effective Date. The Term of this Agreement shall expire at the end of the day
 which is the last day of the Term unless earlier terminated in accordance with the
 provisions of this Agreement.
 
 2.  Renewal
 
 The Term of this Agreement shall be extended for two additional successive terms
 of 24 months each (each 24 month period being referred to as an "Extended
 Term"), unless written notice to terminate this Agreement is given by either party90
 days prior to the expiration of the Term or an Extended Term or unless earlier
 terminated in accordance with the provisions of this Agreement.
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  3.Benefits
 
 (a)           Annual Management Fee
 
 The Management Company shall be entitled to receive from the
 Corporation remuneration in an amount of$240,000 per annum ("Base
 Fee"), exclusive of any bonuses, benefits or other compensation which may
 be payable to the Management Company or the Executive. Payment shall
 be made in monthly or such other increments as may be agreed upon
 between the parties. The Base Fee shall be subject to annual review and
 increase but not reduction and shall be increased as may be agreed upon
 between the Management Company and the Corporation. The annual
 reviews shall be conducted in the month preceding each anniversary of the
 commencement of the Term or an Extended Term.
 
 (b)           Other Benefits:
 
 (i)           Indemnity including defraying of Expenses in any Proceedings which
 the Executive or any heirs or other personal representatives of the
 Executive may be joined by reason of being or having been an
 officer or director of the Corporation or of an affiliate of the
 Corporation. "Proceedings" shall include any legal proceeding or
 investigative action or proceeding whether current, threatened,
 pending or completed. "Indemnity" shall include indemnity for any
 judgement, penalty or fine awarded or imposed in, and amount paid
 in settlement of, a Proceeding. "Expenses" shall include costs,
 charges and expenses, including legal and other fees;
 
 (ii)           participation by the Executive in any health or other benefit plans
 that the Corporation now or hereafter may acquire and maintain that
 is comparable to those provided by the Corporation to other senior
 executives of the Corporation and the right to participate in any
 share option plan, compensation, share purchase plan, retirement or
 other similar plan offered by the Corporation from time to time to its
 senior executives and to the extent authorized by the board of
 directors of the Corporation; and
 
 (iii)           reimbursement for all expenses reasonably incurred by the
 Management Company or the Executive, including entertainment,
 travel and other expenses incidental to the performance by the
 Executive of duties pursuant to the provisions of this Agreement
 subject always to the Executive or Management Company providing
 to the Corporation documentation authenticating such expenses as
 may from time to time be reasonably required by the Corporation.
 
 4.Responsibilities and Duties
 
 The Management Company shall provide the services of the Executive, on a non-
 exclusive basis, who shall serve the Corporation and any subsidiaries of the
 Corporation in such capacity or capacities and shall perform such duties and
 exercise such powers pertaining to the management and operations of the
 Corporation and any of its subsidiaries as may from time to time be determined by
 the board of directors of the Corporation (the "Board of Directors") consistent with
 the office of the Executive. Without limiting the generality of the foregoing, the
 Executive shall hold the oftice of Executive Chairman of the Board.
 
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 The Management Company shall cause the Executive to:
 
 (a) devote reasonable time, attention and best efforts during normal
 business hours to the business and affairs of the Corporation; and
  perform those duties that may reasonably be assigned to the Executive
 diligently, faithfully and to the best of the Executive's abilities and in the
 best interests of the Corporation; without limiting the generality of the
 foregoing, the Management Company shall cause the Executive to
 assume the responsibilities and duties as described in Schedule "A".
 
 5.Provision of Services
 
 The Management Company shall provide the Executive's services to the
 Corporation for not less than an aggregate fortv-six(46) weeks for each twelve
 month period during the Term or an Extended Term; provided that, if more than
 fortv-six(46) weeks of the Executive's services are provided to the Corporation
 during such a twelve month period, any portion of such excess can, at the option of
 the Management Company, be utilized in partial satisfaction of this requirement in
 a subsequent twelve month period.
 
 6.Confidentiality
 
 As a condition of this Agreement, all information acquired by the Management
 Company or the Executive relating to or connected with the business or corporate
 affairs of the Corporation shall be kept in strict confidence and shall not be
 disclosed to anyone other than the Board of Directors, other executive officers of
 the Corporation or the Corporation's professional advisors (but only on a "need to
 know" basis), unless required pursuant to the securities legislation governing the
 Corporation or otherwise by law.
 
 7.Termination
 
 This Agreement will terminate or may be terminated for any one of the following
 reasons:
 
 (a)           voluntary, upon at least three (3) months prior written notice of termination
 by the Management Company to the Corporation; or
 
 (b)           without Cause, as hereinafter defined in Section 9, upon at least three(3)
 months prior written notice of termination by the Corporation to the
 Management Company; or
 
 (c)           by the Corporationfor Cause; or
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 (d) upon the death or disability of the Executive, as hereinafter defined in
 Section 10; or
  upon retirement by the Executive.
 
 8.   Termination by the Management Company Voluntarily or b y the Corporation
 for Cause
 
 If the Management Company shall voluntarily terminate the provision of the
 sewices of the Executive under this Agreement orif the engagement of the
 Management Company hereunder is terminated by the Corporation for Cause, then
 all compensation and benefits as theretofore provided shall terminate immediately
 upon the effective date of termination and no special termination compensation will
 be paid.
 
 Cause to terminate the Management Company's engagement hereunder shall
 mean:
 
 (a)           the repeated and demonstrated failure by the Executive or the Management
 Company to perform the Executive or the Management Company's material
 duties under this Agreement, after demand for substantial performance is
 delivered by the Corporation to the Management Company and the
 Executive that specifically identifies the manner in which the Corporation
 believes the Executive or the Management Company has not substantially
 performed the Executive or the Management Company's duties under this
 Agreement; or
 
 (b)           the willful engagement by the Executive or the Management Company in
 misconduct which is materially injurious to the Corporation, monetarily or
 otherwise; or
  (c)           any other willful violation by the Executive or the Management Company of
 the provisions of this Agreement; or
 
 (d)           the Executive or the Management Company is convicted of a criminal
 offence involvingfraud or dishonesty.
 
 9.Termination by the Corporation Without Cause
  If the Corporation shall terminate the Management Company's engagement under
 this Agreement for any reason except for Cause (as defined in paragraph8) then,
 upon the effective date of termination, the Corporation shall pay the Management
 Company in one lump sum an amount equal to two (2) times the Management
 Company's then current Base Fee. All the benefits theretofore provided to the
 Executive or the Management Company shall be continued as if the Executive was
 still an executive of the Corporation for a period of twelve (12) months from the
 date of termination.
 
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 10. Termination b y Deathor Disability
 
 If the Executive dies or becomes disabled before the Management Company's
 services are otherwise terminated, the Corporation shall pay the Management
 Company, an amount of compensation equal to six(6) months of the Management
 Company's then current Base Fee and all the benefits theretofore provided to the
 Executive or the Management Company shall be continued, for a period of six (6)
 months from the date of Death or Disability as if the Executive were still an
 executive officer of the Corporation. If such termination is due to the Executive's
 Death, payment shall be made in one lump sum to the Management Company. If
 such termination is due to the Executive's Disability, payment shall be made in one
 lump sum to the Management Company within sixty (60) days of the Executive's
 Disability. The compensation provided under this paragraph shall be in addition to
 that payable from any insurance coverage providing compensation upon Death or
 Disability.
 
 11.  Termination Following Change in Control
 
 (a)           For purposes of this Agreement, a Change in Control shall be deemed to
 have occurredif:
 
 (i)        any person or any person and such person's associates or affiliates,
 as such terms are defined in the Securities Act (British Columbia) (the
 "Act"), makes a tender, take-over or exchange offer, circulates a proxy
 to shareholders or takes other steps to effect a takeover of the control
 of the Corporation, whether by way of a reverse take-over, formal bid,
 causing the election or appointment of a majority of directors of the
 Corporation or otherwise in any manner whatsoever; or
 
 (ii)        during any period of eighteen (18) consecutive months (not including
 any period prior to the Effective Date), individuals who at the
 beginning of such period constituted the Board of Directors and any
 new directors, whose appointment by the Board of Directors or
 nomination for election by the Corporation's shareholders was
 approved by a vote of at least three quarters(3/4) of the Board of
 Directors then still in office who either were directors at the beginning
 of the period or whose appointment or nomination for election was
 previously so approved, cease for any reason to constitute a majority
 of the Board of Directors; or
 
 (iii)         the acquisition by any person or by any person and such person's
 affiliates or associates, as such t e n s are defined in the Act, and
 whether directly or indirectly, of common shares of the Corporation at
 the time held by such person and such person's affiliates and
 associates, totals for the first time, twenty percent(20%) or more of
 the outstanding common shares of the Corporation.
 
 (b)           Notwithstanding any other provisions in this Agreement regarding
 termination, if any of the events described above constituting a Change in
 Control shall have occurred during the Term or an Extended Term, upon the
 termination of the Management Company's services (unless such
 termination is because of the Executive's Death or Disability, by the
 Corporation for Cause or by the Management Company other than for
 "Good Reason", as defined below) the Management Company shall be
 entitled to and will receive no later than the fifteenth (15th)day following the
 date of termination a lump sum payment equal to three(3) times the
 Management Company's then current Base Fee. In addition, all benefits
 then applicable to the Executive or the Management Company shall be
 continuedfor a period of eighteen (18) months after the date of termination.
 
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 (c) For purposes of this Agreement, "Good Reason" shall mean, without the
 Management Company's express written consent, any of the following:
 
 (i)        the assignment to the Executive of any duties inconsistent with the
 status or authority of the Executive's office, or the Executive's removal
 from such position, or a substantial alteration in the nature or status of
 the Executive's authorities or responsibilities from those in effect
 immediately prior to the Change in Control;
 
 (ii)        a reduction by the Corporation of the Management Company's Base
 Fee as in effect on the date hereof or as the same may have been
 increasedfrom time to time, or a failure by the Corporationto increase
 the Management Company's Base Fee as provided for herein or at a
 rate commensurate with that of other key executives of the
 Corporation;
 
 (iii)       the relocation of the office of the Corporation where the Executive is
 employed at the time of the Change in Control (the "CIC Location") to
 a location more than fifty (50) miles away from the CIC Location, or
 the Corporation's requiring the Executive to be based more than fifty
 (50) miles away from the CIC Location (except for requiring travel on
 the Corporation's business to an extent substantially consistent with
 the Executive's business travel obligations prior to the Change in
 Control);
 
 (iv)         the failure by the Corporation to continue to provide the Executive or
 the Management Company with benefits at least as favourable as
 those enjoyed by the Executive or the Management Company prior to
 the Change in Control, the taking of any action by the Corporation
 which would directly or indirectly materially reduce any of such
 benefits or deprive the Executive or the Management Company of any
 material fringe benefit enjoyed by the Executive or the Management
 Company at the time of the Change in Control, or the increase by the
 Corporation of the number of weeks of the Executive's services
 required to be provided to the Corporation by the Management
 Company; or
 
 (v)        the failure of the Corporation to obtain a satisfactory agreement from
 any successor to assume and agree to perform this Agreement or, if
 the business of the Corporation for which the Executive's services are
 principally performed is sold within two (2) years after a Change in
 Control, the purchaser of such business shall fail to agree to provide
 the Management Company with the same or a comparable position,
 duties, remuneration and benefits for the Executive and the
 Management Company as provided immediately prior to the Change
 in Control.
 
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 Following a Change in Control during the Term, or an Extended Term, the
 Management Company shall be entitled to stop providing the Executive's services
 for Good Reason.
 
 (d) In the event the Management Company is entitled to a termination payment
 under this Agreement, then in addition to such termination payment, the
 Management Company shall be entitled to employment search assistance
 to secure other comparable employment for the Executive for a period not
 to exceed one(1)year or until such comparable employment is found,
 whichever is the sooner, with fees for such assistance to be paid by the
 Corporation.
 
 The Management Company's right to receive the aforementioned payment and
 benefits is expressly contingent upon the signing of a waiver and release
 satisfactory to the Corporation which releases the Corporation and its affiliates
 from all claims and liabilities arising out of the Management Company's provision
 of the Executive's services and termination thereof and including confidentiality
 provisions, which waiver and release is satisfactory to the Corporation with the
 respect to form, substance and timeliness.
 
 12.Notice
 
 (a) Any notice, direction or other instrument required or permitted to be given
 hereunder shall be in writing and shall be delivered either by personal
 delivery or registered mail and addressed;
 
 in the case of the Corporation,
 
 Suite750-1103West Pender St.
 Vancouver. B.C. V6C 2T8
 
 and in the case of the Management Company,
 
 1987 Acadia Road
 Vancouver BC V6T1R4
 
 (b) Any such notice, direction or other instrument will be deemed to have been
 given and received, ifpersonally delivered, on the day it was delivered, and
 if by registered mail, on the third business day following the date of mailing,
 except in the event of disruption of the postal service in which event notice
 will be deemed to have been received only when actually received.
 
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 13.GoverningLaw
  This Agreement shall be governed by the laws of the Province of British Columbia
 and shall be binding upon the successors and assigns of the Corporation and the
 Management Company. Should there be a disagreement or a dispute between the
 parties hereto with respect to this Agreement or the interpretation thereof, the matter
 or disagreement or dispute shall be attempted to be resolved by mediation failing
 which, the same shall be referred to a single arbitrator pursuant to the ArbitrationAct
 of British Columbia, and the determination of such arbitrator shall be final and binding
 upon the parties hereto.
 
 14. Independent Legal Advice
 
 The Management Company represents and warrants to the Corporation and
 acknowledges and agrees on behalf of itself and on behalf of the Executive that the
 Executive and the Management Company had the opportunity to seek and were
 not prevented or discouraged by the Corporation from seeking independent legal
 advice with respect to the contents herein and that the Executive and the
 Management Company fully understand the terms and legal effect of this
 Agreement.
 
 15. Severability
 
 If any one or more of the provisions contained herein should be invalid, illegal or
 unenforceable in any respect in any jurisdiction, the validity, legality and
 enforceability of such provision shall not in any way be affected or impaired thereby
 in any other jurisdiction and the validity, legality and enforceability of the remaining
 provisions contained herein shall not in any way be affected or impaired thereby.
 
 16.  Only Agreement
 
 This Agreement shall constitute the only agreement between the parties governing
 the engagement of the Management Company to provide the Executive's services
 and shall supersede any and all prior agreements that may have existed between
 the parties, or the parties and the Executive in respect of the subject matter hereof.
 
 17.  Successors
 
 This Agreement is binding upon and enures to the benefit of the Corporation and
 the Management Company and their respective successors. The Management
 Company may not assign, pledge or encumber its interest in this Agreement or
 assign any of the rights or duties of the Executive or the Management Company
 hereunder without the prior written consent of the Corporation.
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  IN WITNESS WHEREOF the parties have executed this Agreement at Vancouver, British
 Columbia as of the day and year first above written.
 
 
 
 The terms of this Agreement, including, without limiting the generality of the foregoing,
 sections14 and16 hereof, are hereby acknowledged.
 
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 SCHEDULE 'A'
 
 Executive Chairman of the Board
  Reports To:
  The Board of Directors ("Board")of Almaden Minerals Ltd. (the "Corporation").
 
 Function:
  Provides, together with the President and CEO, overall leadership and vision in
 developing, in concert with the Board, the strategic direction of the Corporation, and in
 developing the tactics and business plans necessary to increase shareholder value.
 
 Oversees the overall business to ensure strategic and business plans are effectively
 implemented, the results are monitored and reported to the Board, and financial and
 operational objectives are attained.
 
 Authorities and Responsibilities:
 
 General Functions:
 
 1.           Act as Chairman of all meetings of the Board (except meetings of the independent
 members of the Board).
 
 Assist the CEO in the review and implementation of all contracts and submissions.
 
 3.           Assist the CEO in the development and implementation of concepts developed by
 the CEO.
 
 4.           Supervise the Corporation's computer system including the selection and
 negotiation of equipment purchase or leasing of equipment, and the maintenance and
 operation of the Corporation's filing and technical record keeping.
 
 5.           Assist the CEO in project management including accompanying the CEO on site
 visits and in data review and project planning and staff supervision and instruction on site
 and in the selection of contractors for performance of geophysical, drilling and
 metallurgical services.
 
 6.           Assist the CEO and Investor Relations representatives of the Corporation in the
 preparation and dissemination of shareholder's communications including materials for
 investment and professional conferences and attending with the CEO at such conferences
 to interface with fund managers, brokers and other investment representatives.
 
 7.          Generally assist the CEO in the performance of the duties assigned to the CEO by
 the Board.