American Paramount Gold Corp. - Exhibit 10.10 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

This Consulting Agreement (this “Agreement”) is made effective
as of May 1, 2011 (the “Effective Date”), by and among Hugh H. Aird (the
“Consultant”) and American Paramount Gold Corp (the “Company”).

ARTICLE I 

  DUTIES 

          
 1.1      Engagement. The Company
hereby retains the Consultant and the Consultant hereby accepts being retained
by the Company in a key Consultant position, upon the terms and conditions set
forth in this Agreement. 

      
     1.2      Duties.
The Company’s Board of Directors (the “Board”) shall have the power to determine
the specific services (the “Services”) to be performed by the Consultant, and
the means and manner by which those duties shall be performed. The Consultant
shall perform such Services in a manner satisfactory to the Board. Unless
otherwise determined by the Board, the Consultant shall have the title
“President” and shall report to the Board. The Consultant agrees to exercise
such authority and perform such duties and functions as are consistent with his
position and shall devote such business time, attention, skill, and energy to
the business of the Company as shall be reasonably required to perform his
Services hereunder.

           
1.3      Non-Disclosure. 

               
      (a)      The
Consultant shall hold in confidence, and shall not disclose to any person
outside of the Company, except on a “need to know” basis, any Proprietary
Information concerning the Company. The Consultant shall use Proprietary
Information only for the purpose of performing the Services for the Company and
shall not use or exploit such Proprietary Information for his benefit or the
benefit of any other person or entity without the prior consent of the Company.


                   
  (b)      Proprietary Information means
any tangible or intangible proprietary or confidential information or materials
or trade secrets belonging to the Company or its affiliates (whether disclosed
orally, in writing, in electronic format or otherwise), including, but not
limited to, customers, suppliers, processes, methods and techniques; equipment;
data; reports; know-how; existing and proposed contracts with third parties; and
business plans, including information concerning the existence and scope of
activities of any research, development, marketing or other projects of the
Company, and including confidential financial information and information
concerning the business affairs of the Company which are furnished, disclosed,
learned or otherwise acquired by the Consultant during or in the course of
discussions or otherwise pursuant to this Agreement. Proprietary Information of
a Company shall also include information embodying or developed by use or
testing of Proprietary Information of the Company. 

                     
(c)      The non-disclosure obligations of the
Consultant shall not apply to any Proprietary Information to the extent that
such Proprietary Information: (i) is known to the public at the time of
disclosure or becomes known through no wrongful act on the part of the
Consultant or any of her representatives; (ii) becomes known to the Consultant
through disclosure by sources other than the Company having the legal right to
disclose such Proprietary Information; (iii) has been independently developed by
the Consultant without reference to or use of the Proprietary Information; or
(iv) is required to be disclosed by the Consultant to comply with a court order
or similar legal process, provided that the Consultant provides prior written
notice of such disclosure to the Company and at no cost or expense to the Consultant
takes reasonable and lawful actions to avoid and/or minimize the extent of such
disclosure. 

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    (d)      The Consultant agrees
that the Company is and shall remain the exclusive owner of the Proprietary
Information and all patent, copyright, trade secret, trademark and other
intellectual property rights therein. No license or conveyance of any such
rights to the Consultant is granted or implied under this Agreement. Consultant
shall maintain all copyright, confidentiality and other proprietary markings on
the Proprietary Information of the Company. 

                 
    (e)      The Consultant
shall, upon the request of the Company, return to the Company all media,
documents and other manifestations of Proprietary Information received or
developed by the Consultant pursuant to this Agreement and all copies and
reproductions thereof, including, without limitation, all back-up copies in
electronic formats. 

ARTICLE II 

  COMPENSATION

           
2.1      Compensation. As compensation for
the Services, the Company hereby agrees to pay to the Consultant a fee (the
“Monthly Fee”) of $12,500 (plus applicable HST), payable monthly in arrears. The
Monthly Fee shall be subject to review on October 1, 2011 and at least annually
thereafter and shall be based upon the Consultant’s contributions to the Company
and the Company’s overall performance. 

           
2.2      Signing Bonus. The Company shall
pay the Consultant a Signing bonus of $35,000 on the Effective Date. 

       
    2.3      Stock Option
Grants. In the event of Termination of this Agreement, other than for cause,
any Share Option previously granted to the Consultant by the Company shall
become fully vested, in which case the Consultant shall be entitled to exercise
such Stock Option on the terms granted and, notwithstanding any term of the
stock option plan to the contrary, shall remain exercisable for the original
term granted and shall not terminate due to the termination of the Consultant’s
Agreement with the Company. 

       
    2.4      Other Businesses.
The Company acknowledges and agrees that during the Term, the Consultant
shall continue to be involved with, engaged in, render services for, and permit
his name and the names of his affiliates to be used in connection with, both
existing and new businesses other than the Company. The assumption by Consultant
of his duties hereunder shall be without prejudice to his rights (or the rights
of his Affiliates) to maintain such other interests and activities and to
receive and enjoy profits or compensation there from.

ARTICLE III 

  EXPENSES 

      
     3.1      Expenses.
The Company shall reimburse the Consultant for (or, at the Company’s option,
pay) all business travel and other out-of-pocket expenses reasonably incurred by
the Consultant in the performance of his Services for the Company. All
reimbursable expenses shall be appropriately documented in reasonable detail by
the Consultant upon submission of any request for reimbursement, and shall be in
a format and manner consistent with the Company’s expense reporting policy (as
well as applicable federal and provincial tax record keeping requirements). The
Company shall reimburse the Consultant for the foregoing within thirty (30) days
after receipt of the Consultant’s expense report. 

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ARTICLE IV 

  TERMINATION 

           
4.1      Termination. This Agreement may be
terminated in the following manner and in the following circumstances: 

           
          (a)      at
any time by the Company forthwith, without notice and without pay in lieu of
notice, for cause; 

                   
  (b)      automatically upon the death of
the Consultant; 

               
      (c)      automatically
in the event the Consultant is subject to any bankruptcy, insolvency or other
similar proceeding; 

                
     (d)      at any time
by notice in writing from the Company to the Consultant if the Consultant shall
become permanently disabled; for the purposes hereof, the Consultant shall be
deemed to be permanently disabled immediately following any period of 365
consecutive days during which the Consultant is prevented from performing his
essential duties as a Consultant of the Company for more than 182 days in the
aggregate by reason of illness or mental or physical disability despite
reasonable accommodation efforts of the Company; 

               
      (e)      in any
other case, by the payment by the Company to the Consultant in a lump sum of the
equivalent to one times his then annual Base Salary (less applicable source
deductions), calculated from the date of termination of this Agreement; or

                 
    (f)      by the Consultant
providing no less than thirty (30) days notice in writing to the Company. In the
event the Consultant provides such notice to the Company, the Agreement shall
terminate on the date the period of such notice expires. In such circumstance,
the Company may request that the Consultant cease duties prior to the expiry of
the notice period. 

ARTICLE V 

  CHANGE OF CONTROL

           
5.1      Terms used in this Article V but not
otherwise defined herein have the meanings set forth below: 

                    
 (a)      "Change in Control" means a
transaction or series of transactions whereby directly or indirectly: 

                                        (A)      any
person or combination of persons obtains a sufficient number of securities of
the Company to affect materially the control of the Company; for the purposes of
this Agreement, a person or combination of persons holding shares or other
securities in excess of the number which, directly or following conversion
thereof, would entitle the holders thereof to cast 50% or more of the votes
attaching to all shares of the Company which may be cast to elect directors of
the Company, shall be deemed to be in a position to affect materially the
control of the Company; or 

                                        (B)      the
Company shall: (i) consolidate or merge with or into, (ii) amalgamate with, or
(iii) enter into a statutory arrangement with, any other person (other than a
subsidiary of the Company) and, in connection therewith, all or part of the
outstanding voting shares shall be changed in any way, reclassified or converted
into, exchanged or otherwise acquired for shares or other securities of the
Company or any other person or for cash or any other property; or 

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                                   (C)      any
other person (other than a subsidiary of the Company) shall: (i) consolidate or
merge with or into, (ii) amalgamate with, or (iii) enter into a statutory
arrangement with, the Company, and, in connection therewith, all or part of the
outstanding voting shares shall be changed in any way, reclassified or converted
into, exchanged or otherwise acquired for shares or other securities of the
Company or any other person or for cash or any other property; or 

                                   (D)     
the Company shall sell or otherwise transfer, including by way of the grant of a
leasehold interest (or one or more of its subsidiaries shall sell or otherwise
transfer, including by way of the grant of a leasehold interest), property or
assets: (i) aggregating more than 50% of the consolidated assets (measured by
either book value or fair market value) of the Company and its subsidiaries as
at the end of the most recently completed financial year of the Company, or (ii)
which, during the most recently completed financial year of the Company,
generated, or during the then current financial year of the Company are expected
to generate, more than 50% of the consolidated operating income or cash flow of
the Company and its subsidiaries, to any other person or persons (other than the
Company or one or more of its subsidiaries); or 

                                   (E)     
there occurs a change in the composition of the Board, which occurs at a single
meeting of the shareholders of the Company, or a succession of meetings of the
shareholders of the Company occurring within 6 months of each other, whereby
such individuals who were members of the Board immediately prior to such meeting
or succession of meetings cease to constitute a majority of the Board without
the Board, as constituted immediately prior to such meeting or meetings,
approving of such change. 

                
      (b)      "Share Option"
means any stock option granted under a stock option or share purchase plan of
the Company; and

                 
     (c)      "Triggering
Event" means any one of the following events which occurs without the express or
implied agreement of the Consultant: 

                                   (A)     
a change (other than those that are clearly consistent with a promotion) in the
Consultant’s position or duties (including any position or duties as a director
of the Company), responsibilities (including a change in the person or body to
whom the Consultant reports at the date of a Change in Control, except if such
person or body is of equivalent rank or stature or such change is as a result of
the resignation or removal of such person or the persons comprising such body,
as the case may be, and who reports to the Consultant), title or office in
effect immediately prior to a Change in Control; or 

                                   (B)      a
reduction by the Company or any of its subsidiaries of the Consultant’s salary,
benefits or any other form of remuneration or any change in the basis upon which
the Consultant’s salary, benefits or any other form of remuneration payable by
the Company or its subsidiaries is determined or any failure by the Company to
increase the Consultant’s salary, benefits or other forms of remuneration
payable by the Company or its subsidiaries in a manner consistent (both as to
frequency and percentage increase) with practices in effect immediately prior to
a Change in Control or with practices implemented subsequent to a Control in
Control with respect to the senior Consultants of the Company and its
subsidiaries, whichever is more favourable to the Consultant; or 

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                                   (C)      any
failure by the Company or its subsidiaries to continue in effect any benefit,
bonus, profit sharing, incentive, remuneration or compensation plan, stock
ownership or purchase plan, pension plan or retirement plan in which the
Consultant is participating or entitled to participate immediately prior to a
Change in Control, or the Company or its subsidiaries taking any action or
failing to take any action that would materially adversely affect the
Consultant's participation in or materially reduce his rights or benefits under
or pursuant to any such plan, or the Company or its subsidiaries failing to
increase or improve such rights or benefits on a basis consistent with practices
in effect immediately prior to a Change in Control or with practices implemented
subsequent to a Change in Control with respect to the senior Consultants of the
Company and its subsidiaries, whichever is more favourable to the Consultant; or


                                   (D)     
a change in the municipality in which the Consultant is regularly required to
carry out the terms of his employment with the Company at the date of a Change
in Control unless the Consultant's terms of employment include the obligation to
receive geographic transfers from time to time in the normal course of business;
or 

                                   (E)     
any failure by the Company or its subsidiaries to provide the Consultant with
the number of paid vacation days to which he was entitled immediately prior to a
Change in Control or the Company or its subsidiaries failing to increase such
paid vacation on a basis consistent with practices in effect immediately prior
to a Change in Control or with practices implemented subsequent to a Change in
Control with respect to the senior Consultants of the Company and its
subsidiaries, whichever is more favourable to the Consultant; or 

                                   (F)     
the Company or its subsidiaries taking any action to deprive the Consultant of
any material fringe benefit not hereinbefore mentioned and enjoyed by him
immediately prior to a Change in Control, or the Company or its subsidiaries
failing to increase or improve such material fringe benefits on a basis
consistent with practices in effect immediately prior to a Change in Control or
with practices implemented subsequent to a Change in Control with respect to the
senior Consultants of the Company and its subsidiaries, whichever is more
favourable to the Consultant; or 

                                   (G)     
any material breach by the Company of any provision of this Agreement; or 

                                   (H)     
the good faith determination by the Consultant that, as a result of a Change in
Control or any action or event thereafter, the Consultant's status or
responsibility in the Company or its subsidiaries have been diminished or the
Consultant is being effectively prevented from carrying out his duties
responsibilities as they existed immediately prior to a Change in Control; or


                                   (I)     
the failure by the Company to obtain, in a form satisfactory to the Consultant,
an effective assumption of its obligations hereunder by any successor to the
Company, including a successor to a material portion of its business. 

                 
     (d)      Notwithstanding
anything to the contrary contained in this Agreement, if a Change in Control
occurs and if, in respect of the Consultant, a Triggering Event subsequently
occurs within one (1) year of the Change in Control, the Consultant shall be
entitled to elect to terminate his employment with the Company and to receive a
payment from the Company in an amount equal to one times his then current annual
Base Salary. This subsection 5.1(d) shall not apply if such Triggering Event follows a Change in Control
which involves a sale of securities or assets of the Company with which the
Consultant is involved as a purchaser in any manner, whether directly or
indirectly (by way of participation in a Company or partnership that is a
purchaser or by provision of debt, equity or purchase-leaseback financing). 

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   (e)      All termination rights
of the Consultant provided for in subsection 5.1(d) are conditional upon the
Consultant electing to exercise such rights by notice given to the Company
within 120 days of the Triggering Event. 

                  
   (f)      Notwithstanding the
provisions contained in section 4.1(e) hereof, the Consultant shall be entitled
to a payment by the Company of the amount calculated as provided for in
subsection 5.1(d) if a Triggering Event does not occur but the Consultant is
dismissed from his employment with the Company without cause within one (1) year
of the Change in Control. For greater certainty, the Consultant shall not be
entitled to any payment by the Company pursuant to this subsection 5.1(f) if the
Consultant is dismissed from his employment with the Company for cause. The
Company shall not dismiss the Consultant for any reason unless such dismissal is
specifically approved by the Board. 

                 
    (g)      All payments
provided herein shall be inclusive of any statutory payments required and shall
constitute the Consultant’s sole entitlements regarding salary in the event of
Change in Control. Upon compliance with Article V, the Consultant shall have no
action, cause of action or claim against the Company or any subsidiary of the
Company, or any of their officers, directors or employees, arising from the
Consultant’s employment or termination of employment. 

                
     (h)      In the
event that the Consultant is entitled to a payment pursuant to this Article V,
any Share Option previously granted to the Consultant by the Company or any
subsidiary of the Company shall become fully vested, in which case the
Consultant shall be entitled to exercise such Share Option on the terms granted
and, notwithstanding any term of the stock option plan to the contrary, shall
remain exercisable for the original term granted and shall not terminate due to
the termination of the Consultant's employment with the Company. In addition,
any provisions of the Share Option restricting the number of option shares which
may be purchased before a particular date shall be waived. The terms of any
Share Option agreement shall be deemed amended to reflect the provisions of this
subsection 5.1(h) . The provisions of this subsection 5.1(h) shall be subject to
applicable securities laws and the rules of any stock exchange on which the
shares of the Company may be then listed and the receipt of all necessary
approvals from such securities regulators and exchange, which approvals the
Company shall use its reasonable commercial efforts to obtain in the event of
the operation of this subsection 5.1(h) .

                
     (i)      Any payment
to be made by the Company pursuant to the terms of section 14 shall be paid by
the Company in cash in a lump sum within five business days of the giving of
notice by the Consultant pursuant to subsection 5.1(e) or within five business
days of the termination or dismissal from the Consultant's employment as
referred to in subsection 5.1(f), as the case may be. Any such payment shall be
calculated, in the case of subsection 5.1(d), at the date of giving notice
pursuant to subsection 5.1(e) and, in the case of subsection 5.1(f), at the date
of dismissal or termination, as the case may be. 

                  
    (j)      In the event that any
payment is made to the Consultant pursuant to the provisions of subsection
5.1(d) or subsection 5.1(f), as the case may be, the Consultant shall not be
required in any manner whatsoever to mitigate any damages. Furthermore, the
payment referred to in subsection 5.1(d) or subsection 5.1(f), as the
case may be, shall be made regardless of whether the Consultant seeks or finds
employment of any nature whatsoever. 

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ARTICLE VI 

  REPRESENTATIONS AND WARRANTIES

       
    6.1      By the
Consultant. The Consultant represents and warrants to the Company that the
execution and delivery of this Agreement by the Consultant do not, and the
performance by the Consultant of the Consultant’s obligations hereunder shall
not, with or without the giving of notice or the passage of time, or both: (a)
violate any judgment, writ, injunction, or order of any court, arbitrator, or
governmental agency applicable to the Consultant; or (b) conflict with, result
in the breach of any provisions of or the termination of, or constitute a
default under, any agreement to which the Consultant is a party or by which the
Consultant is or may be bound. 

       
    6.2      By the Company.
The Company hereby represents and warrants to the Consultant that the following
statements in this section 6.2 are correct and complete as of the Effective
Date: 

                
     (a)      The Company is
duly organized, validly existing and in good standing under the laws of the
State of Nevada, and has all requisite power and authority to own, lease and
operate its properties and assets and to carry on its business as it is
presently being conducted. The entry into this Agreement, the performance of its
obligations hereunder are not in violation of, in conflict with, or in default
under any of the certificate of incorporation, bylaws or comparable charter
documents of the Company, and there exists no condition or event which, after
notice or lapse of time or both, would result in any such violation, conflict or
default.      

                  
   (b)      The Company has all
requisite power to execute and deliver this Agreement and to perform its
obligations hereunder and, subject to the conditions set forth herein, to
consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement has been duly authorized by all requisite
corporate action on behalf of the Company. 

                
     (c)      The
execution, delivery and performance by the Company of its obligations under this
Agreement and the consummation of the transactions contemplated hereby, do not
and shall not: (i) violate, conflict with, constitute or result in (in each
case, with or without notice, lapse or time or both) a material default or a
material breach under, or result in the acceleration, termination or
cancellation of (or entitle any Person or give any Person the right to
accelerate, terminate or cancel) any material obligation under, or result in the
loss of a material benefit under, or require any material consent, approval or
authorization under, any contract to which the Company is a party; (ii)
contravene or violate in any law, statute, rule or regulation applicable to the
Company or any of its assets or properties, or any governmental order to which
the Company is a party or by which the Company or any of its assets or
properties is bound; (iii) result in the creation or imposition of any
encumbrance on any of the material assets or material properties of the Company;
(iv) constitute an event which, after notice or lapse of time or both, would
result in any conflict, breach, violation, default, requirement, loss, creation
or imposition of any encumbrance, termination or impairment or similar event
described in clauses (i)-(iii) above. 

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ARTICLE VII 

  GENERAL PROVISIONS 

      
     7.1      Injunctive
Relief and Additional Remedies. The parties hereto acknowledge that the
injury that would be suffered by the non-breaching party as a result of a breach
of the provisions of this Agreement would be irreparable and that an award of
monetary damages to the non-breaching party for such a breach would be an
inadequate remedy. Consequently, the non-breaching party shall have the right,
in addition to any other rights such party may have, to obtain injunctive relief
to restrain any breach or threatened breach or otherwise to specifically enforce
any provision of this Agreement and the non-breaching party shall not be
obligated to post bond or other security in seeking such relief. 

       
    7.2      Waiver. The
rights and remedies of the parties to this Agreement are cumulative and not
alternative. Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement shall operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege shall preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party shall be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement. 

      
     7.3      Binding
Effect, Delegation of Duties Prohibited. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, permitted assigns, heirs, and legal representatives, including any
entity with which the Company may merge or consolidate or to which all or
substantially all of their respective assets may be transferred. The rights and
obligations of the Consultant under this Agreement, being personal, may not be
assigned or delegated without the prior written consent of the Company. The
rights and obligations of the Company under this Agreement may not be assigned
without the prior written consent of the Consultant. 

      
     7.4      Notices.
All notices, consents, waivers, and other communications under this Agreement
must be in writing and shall be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties): 

	 	If to Consultant: 	Hugh H. Aird 
	 	  	148A Balmoral St. 
	 	  	Toronto ON M4V 1J4 
	 	  	Email: hughaird@gmail.com
  


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	 	If to Company:	American Paramount Gold Corp 
	 	 	130 King St. West, Suite 3670 
	 	 	Toronto ON M5X 1A9 
	 	 	Attn: Chairman of the Board of Directors
  


           
7.5      Jurisdiction. This Agreement is
governed by the laws of the Province of Ontario. 

      
     7.6      Severability.
If any provision of this Agreement is held invalid or unenforceable by any court
of competent jurisdiction, the other provisions of this Agreement shall remain
in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree shall remain in full force and effect to
the extent not held invalid or unenforceable. 

      
     7.7     
Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Agreement and all
of which, when taken together, shall be deemed to constitute one and the same
agreement. 

      
     IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement effective as of the date above first written above.


Hugh H. Aird 


___________________________


American Paramount Gold Corp 



___________________________

  Per:     J. Trevor Eyton

            Chairman of the Board of Directors

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