International Tower Hill Mines Ltd. - Exhibit 10.1 - Filed by newsfilecorp.com






Exhibit 10.1 

EMPLOYMENT AGREEMENT 

This Employment Agreement (“Agreement”) is made and entered
into by and between Tower Hill Mines (US) LLC (hereafter “Company”), and Thomas
E. Irwin (hereafter “Executive”). Company and Executive shall be collectively
referred to as “the Parties.” 

1.        Effective Date
and Commencement of Employment. 

          (a)      This
Agreement shall be effective on January 1, 2014 (“Effective Date”). Executive’s
employment commenced on March 16, 2011 (the “Employment Commencement Date”).


          (b)      The
period commencing on the Employment Commencement Date and ending at the close of
business on the date that this Agreement and Executive’s employment is
terminated (“the Termination Date”) shall constitute the “Employment Period.”


          (c)      Notwithstanding
any other provision of this Agreement, this Agreement may be terminated at any
time during the Employment Period in accordance with Section 6. 

2.        Position.
During the Employment Period (as defined in Section 1 hereof), the
Company shall be Executive’s employer, and Executive shall serve as Chief
Executive Officer (“CEO”) reporting directly to the Board and Executive shall
hold all other positions as deemed necessary by the Board. On the Termination
Date, Executive shall be deemed to have resigned from all positions held with
all affiliates of the Company, including ITH. 

3.        Duties and
Responsibilities of Executive. 

          (a)      During
the Employment Period (as defined in Section 1 hereof) and except as set
forth below, Executive shall devote his full time and attention during normal
business hours to the business of the Company and its affiliates, including ITH,
will act in the best interests of the Company and its affiliates, including ITH,
and will perform with due care his duties and responsibilities. 

          (b)      Executive’s
duties will include those normally incidental to the position of CEO (to include
the duties set forth in Exhibit A), as well as such additional duties consistent
therewith as may be assigned to him by the Board. If, in its sole and complete
discretion, the Board changes Executive’s title and/or Executive’s reporting
responsibilities, the Board may make such changes, and such changes shall
thereafter apply for purposes of this Agreement, subject only to the provisions
of Section 7(c) hereof. 

          (c)      Executive
agrees to cooperate fully with the Board and not engage directly or indirectly
in any activity that materially interferes with the performance of Executive’s
duties hereunder. During the Employment Period, Executive will not hold outside
employment, or perform substantial personal services for parties unrelated to
the Company, without the advance written approval of the Board; provided, that
it shall not be a violation of this Agreement for Executive to (i) serve on any
corporate, civic, or charitable boards or committees (except for boards or committees of any business organization that competes
with the Company or its affiliates, including ITH, in any business in which they
are regularly engaged), so long as such service does not materially interfere
with the performance of Executive’s duties and responsibilities under this
Agreement, as the Board in its reasonable discretion shall determine, (ii)
manage personal investments, or (iii) take vacation days and reasonable absences
due to injury or illness as permitted by the general policies of the Company. 




          (d)      Executive
represents and covenants to the Company that he is not subject or a party to any
employment agreement, non-competition covenant, non-solicitation agreement,
nondisclosure agreement, or any other agreement, covenant, understanding, or
restriction that would prohibit Executive from executing this Agreement and
fully performing his duties and responsibilities hereunder. 

          (e)     
Executive acknowledges and agrees that Executive owes the Company and its
affiliates, including ITH, a duty of loyalty and that any obligations described
in this Agreement are in addition to, and not in lieu of, any obligations
Executive owes the Company as a matter of law. 

4.       
Compensation. 

          (a)      Base
Salary. Commencing on the Employment Commencement Date, and during the
Employment Period, the Company shall pay to Executive an annual base salary of
$365,000 (The “Base Salary”), payable in conformity with the Company’s
customary payroll practices for executive salaries. For all purposes of this
Agreement, Executive’s Base Salary shall include any portion thereof which
Executive elects to defer under any nonqualified plan or arrangement. The Board
of Directors will determine Executive’s salary as CEO following January 1,
2014.

          (b)     
Annual Performance Bonus. Executive shall be eligible for an annual
discretionary performance bonus with respect to each full calendar year during
the Employment Period (the “Annual Performance Bonus”), beginning with the
calendar year 2014, which shall, if earned, consist of a cash payment
targeted at 100% of Base Salary. The CEO will, on an annual basis (at or near
the beginning of each full calendar year in such Employment Period) establish
performance objectives for the CEO for the upcoming year, and will communicate
such objectives to the Board for approval. The amount, if any, of the Annual
Performance Bonus will be determined by the Board, or the Compensation Committee
if designated this task by the Board, acting in its sole and complete discretion
but based on the recommendation of the CEO and based on annual performance
objectives established by the CEO and approved by the Board. A bonus
determination will be made by the Board typically within 90 calendar days of the
end of each calendar year and the Annual Performance Bonus, if any, will be paid
within 120 days of the end of the calendar year for which the Annual Performance
Bonus is awarded. Executive must be employed by the Company through December
31st of a year to be entitled to payment of the Annual Performance
Bonus, except as provided in Sections 7(a), 7(b), and 7(c). 

          (c)      Equity
Awards. Subject to the approval of the Board and/or the Compensation
Committee, as applicable, and subject to all terms and conditions of the 2006
Incentive Stock Option Plan of ITH (“2006 Plan”) reapproved in 2012 by the
stockholders, on March 10, 2014, the Company granted to Executive an option to
purchase 250,000 ITH common shares at a price of $1.11Cdn per share with vesting
to occur over 2 years, 1/3 of the option vested at the time of grant, and an additional 1/3 to be vested on both the first and
second anniversary of the grant date. These options will expire on March 10,
2022. In addition, Executive shall be eligible to receive future equity
incentive awards as determined in the sole discretion of the Board. 

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5.        Benefits.
Subject to the terms and conditions of this Agreement, Executive shall be
entitled to the following benefits during the Employment Period: 

          (a)      Reimbursement
of Business Expenses and Travel. The Company agrees to promptly reimburse
Executive for reasonable business-related expenses, including travel expenses,
incurred in the performance of Executive’s duties under this Agreement in
accordance with Company policies. Executive understands and agrees that his
position may entail frequent and significant travel to places outside of Alaska.


          (b)      Benefit
Plans and Programs. The Company will reimburse Employee for medical, dental
and vision premiums upon receipt of acceptable proof from Employee of those
premium payments, to the extent Employee maintains other insurance during his
employment as follows not to exceed $26,000 annually (to the extent not already
paid, and to the extent permitted by applicable law, Executive (and where
applicable, his plan-eligible dependents) will be eligible to participate in all
other benefit plans and programs, including improvements or modifications of the
same, then being actively maintained by the Company for the benefit of its
executive employees (or for an employee population which includes its executive
employees), subject in any event to the eligibility requirements and other terms
and conditions of those plans and programs, including, without limitation,
401(k) plan and life and disability insurance. The Company will not, however, by
reason of this Section 5(b), have any obligation to institute, maintain,
or refrain from changing, amending, or discontinuing any such benefit plan or
program. 

          (c)      Disability
Insurance. The Company shall maintain a disability insurance policy that
will pay, upon Executive’s termination due to Disability (as defined below), no
less than 60% of the Executive’s then-current Base Salary for the shorter of (i)
two years, or (ii) the duration of such Disability. 

6.        Termination of
Agreement and Employment. 

          (a)      Automatic
Termination in the Event of Death. This Agreement shall automatically
terminate in the event of the Executive’s death. In the event of the Executive’s
death, the Company shall pay to the Executive’s estate, a portion of the Annual
Performance Bonus, pro-rated based on the percent completion of the calendar
year, at the target level. 

          (b)      Company’s
Right to Terminate. At any time during the Employment Period, the Company
shall have the right to terminate this Agreement with the Company for any of the
following reasons: 

	 	(1) 	
      Upon Executive’s Disability (as defined below);

	 	 	 
	 	(2) 	
      For Cause (as defined in Section 7);
  or



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	 	(3) 	
      For any other reason whatsoever, in the sole and complete
      discretion of the Company.



          (c)     
Executive’s Right to Terminate. At any time during the Employment Period,
Executive will have the right to terminate this Agreement with the Company for:


	 	(1) 	
      Good Reason (as defined in Section 7);
or

	 	 	 
	 	(2) 	
      For any other reason whatsoever, in the sole and complete
      discretion of Executive.



          (d)     
“Disability.” For purposes of this Agreement, “Disability” means that Executive
has sustained sickness or injury that renders Executive incapable, with
reasonable accommodation, of performing the duties and services required of
Executive hereunder for a period of 90 consecutive calendar days or a total of
120 calendar days during any 12-month period; provided, however, that any
termination based on Disability will be made in accordance with applicable law,
including the Americans with Disabilities Act, as amended. 

          (e)     
“Notices.” Any termination of this Agreement with the Company by the Company
under Section 6(b) or by Executive under Section 6(c) shall be
communicated by a Notice of Termination to the other party. A “Notice of
Termination” means a written notice that (1) indicates the specific termination
provision in this Agreement relied upon and (2) if the termination is by the
Company for Cause or by Executive for Good Reason, sets forth in reasonable
detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated. The Notice of
Termination must specify Executive’s Termination Date. The Termination Date may
be as early as 14 calendar days after such Notice is given but no later than 60
calendar days after such Notice is given, unless otherwise agreed to by the
Parties in writing or unless the termination is For Cause, in which case the
Termination Date may be immediate. 

          (f)     
The termination of this Agreement shall also result in the contemporaneous
termination of Executive’s employment. 

7.        Severance
Payments. 

          (a)     
Termination by the Company pursuant to Section 6(b)(3). If the Company
terminates this Agreement during the Employment Period pursuant to Section
6(b)(3) hereof, then, except as set forth in Section 7(c), the
Company shall pay Executive the following severance, in a lump sum, subject to
all applicable withholdings, on the 60th day after the Termination
Date, provided that Executive has executed, not revoked, and any period to
revoke has lapsed, a full general release in favor of the Company and its
affiliates, including but not limited to ITH: 

	 	(1) 	
      One year’s Base Salary; and

	 	 	 
	 	(2) 	
      The portion, if any, of his Annual Performance Bonus for
      the year in which the termination occurs based on the percentage of the
year that is completed, with the payment at target levels. 



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          (b)     
Termination by Executive for Good Reason. If Executive terminates this
Agreement during the Employment Period pursuant to Section 6(c)(1)
hereof, then, except as set forth in Section 7(c), the Company shall pay
Executive the following severance, in a lump sum, subject to all applicable
withholdings, within on the 60th day after the Termination Date,
provided that Executive has executed, not revoked, and any period to revoke has
lapsed, a full general release in favor of the Company and its affiliates,
including but not limited to ITH: 

	 	(1) 	
      One year’s Base Salary; and

	 	 	 
	 	(2) 	
      The portion, if any, of his Annual Performance Bonus for
      the year in which the termination occurs based on the percentage of the
      year that is completed, with the payment at target
  levels.



          (c)     
Termination by Company pursuant to 6(b)(3) or Executive for Good Reason after
a Change in Control. If a Change in Control occurs and within six months of
the Change in Control (i) Executive is terminated pursuant to Section
6(b)(3) hereof or (ii) Executive terminates this Agreement during the
Employment Period pursuant to Section 6(c)(1) hereof, then Section
7(a) and 7(b) will not apply, but instead pursuant to this Section
7(c), the Company shall pay Executive the following severance, in a lump
sum, subject to all applicable withholdings, on the 60th day after
the Termination Date, provided that Executive has executed, not revoked, and any
period to revoke has lapsed, a full general release in favor of the Company and
its affiliates, including but not limited to ITH: 

	 	(1) 	
      One year’s Base Salary; and

	 	 	 
	 	(2) 	
      One year’s Annual Performance Bonus at
  target.



In addition, immediately prior to the termination of
Executive’s employment in a situation entitling him to severance under this
Section 7(c), Executive shall become 100% vested in all of the rights and
interests then held by Executive under the Company’s stock and other equity
plans (to the extent not theretofore vested), including without limitation any
stock options, restricted stock, restricted stock units, performance units,
and/or performance shares. 

          (d)     
Additional Benefits. If the Company is required to pay Executive
severance by, and subject to, Section 7(a) or 7(b) or 7(c), or if
Executive is terminated pursuant to Section 6(b)(1) then: 

	 	(1) 	
      Such severance shall be paid in addition to any other
      payments the Company may make to Executive (including, without limitation,
      salary, fringe benefits, and expense reimbursements) in discharge of the
      Company’s obligations to Executive under this Agreement with respect to
      periods ending coincident with or prior to the Termination Date.

	 	 	 
	 	(2)	The Company shall reimburse Executive for the benefits described in
      Section 5(b) for a period of 12 months. 


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	 	(3) 	
      Payments under Sections 7(a) or 7(b) or 7(c), or
      payment under the disability insurance policy pursuant to Section 5(c),
      shall be in lieu of any severance benefits otherwise due to Executive or
      under any severance pay plan or program maintained by the Company that
      covers its employees and/or its executives.



          (e)     
“Cause” means the occurrence or existence, prior to occurrence of circumstances
constituting Good Reason, of any of the following events during the Employment
Period: 

	 	(1) 	
      Executive’s gross negligence or material mismanagement in
      performing, or material failure or inability (excluding as a result of
      death or Disability) to perform, Executive’s duties and responsibilities
      as described herein or as lawfully directed by the Board;

	 	 	 
	 	(2) 	
      Executive’s having committed any act of willful
      misconduct or material dishonesty (including but not limited to theft,
      misappropriation, embezzlement, forgery, fraud, falsification of records,
      or misrepresentation) against the Company or any of its affiliates,
      including but not limited to ITH, or any act that results in, or could
      reasonably be expected to result in, material injury to the reputation,
      business or business relationships of the Company or any of its
      affiliates, including but not limited to ITH;

	 	 	 
	 	(3) 	
      Executive’s material breach of this Agreement, any
      fiduciary duty owed by Executive to the Company or its affiliates
      (including but not limited to ITH), or any written workplace policies
      applicable to Executive (including but not limited to the Company’s code
      of conduct and policy on workplace harassment) whether adopted on or after
      the date of this Agreement;

	 	 	 
	 	(4) 	
      Executive’s having been convicted of, or having entered a
      plea bargain, a plea of nolo contendere or settlement admitting guilt for,
      any felony, any crime of moral turpitude, or any other crime that could
      reasonably be expected to have a material adverse impact on the Company’s
      or any of its affiliates’ reputations (including but not limited to ITH’s
      reputation); or

	 	 	 
	 	(5) 	
      Executive’s having committed any material violation of
      any federal law regulating securities (without having relied on the advice
      of the Company’s attorney) or having been the subject of any final order,
      judicial or administrative, obtained or issued by the Securities and
      Exchange Commission, for any securities violation involving fraud,
      including, for example, any such order consented to by Executive in which
      findings of facts or any legal conclusions establishing liability are
      neither admitted nor denied.



          (f)      “Good
Reason” means the occurrence, prior to occurrence of circumstances
constituting Cause, of any of the following events during the Employment Period
without Executive’s consent: 

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	 	(1) 	
      Any material breach by the Company of this
    Agreement;

	 	(2) 	
      Any requirement by the Company that Executive relocate
      outside of the Fairbanks Alaska metropolitan area;

	 	(3) 	
      Failure of any successor to assume this Agreement not
      later than the date as of which it acquires substantially all of the
      assets or businesses of the Company;

	 	(4) 	
      Any material reduction in Executive’s title,
      responsibilities, or duties or the Board directs Executive to report to
      someone other than the Board; or

	 	(5) 	
      The assignment to Executive of any duties materially
      inconsistent with his duties as CEO;



provided however, that no Good Reason shall have occurred
unless Executive provides the Board written notice of the initial occurrence of
the event or condition described in (1) through (5) immediately above within 90
days of the initial occurrence of such event or condition, the event or
condition is not remedied or cured within 30 days of the Board’s receipt of such
written notice, and Executive actually terminates his employment with the
Company within 120 days of the initial occurrence of such event or condition.


          (g)     
“Change of Control” means (i) any person or group of affiliated or
associated persons acquires more than 50% of the voting power of the Company;
(ii) the consummation of a sale of all or substantially all of the assets of the
Company; (iii) the liquidation or dissolution of the Company; (iv) a majority of
the members of the Board are replaced during any 12-month period by Board
members whose nomination or election was not approved by the members of the
Board at the beginning of such period (the “Incumbent Board”) (provided that any
subsequent members of the Board whose nomination or election was previously
approved by the Incumbent Board shall thereafter be also deemed to be a member
of the Incumbent Board); or (v) the consummation of any merger, consolidation,
or reorganization involving the Company in which, immediately after giving
effect to such merger, consolidation or reorganization, less than 51% of the
total voting power of outstanding stock of the surviving or resulting entity is
then “beneficially owned” (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) in the aggregate by the stockholders of the
Company immediately prior to such merger, consolidation or reorganization.
Notwithstanding the foregoing, in no event shall a Change of Control be deemed
to occur in the event of a sale of Company securities or debt as part of a bona
fide capital raising transaction or internal corporate reorganization. 

8.        Parachute
Payment. 

          (a)      Anything
in this Agreement to the contrary notwithstanding, in the event it shall be
determined that any payment or distribution by the Company to or for the benefit
of Executive (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise) (a “Payment”) including, by example
and not by way of limitation, acceleration (by the Company or otherwise) of the
date of vesting or payment under any plan, program, arrangement or agreement of
the Company, would be subject to the excise tax imposed by Code Section 4999 or
any interest or penalties with respect to such excise tax (such excise tax
together with any such interest and penalties, shall be referred to as the “Excise
Tax”), then there shall be made a calculation under which such Payments provided
to Executive are reduced to the extent necessary so that no portion thereof
shall be subject to the Excise Tax (the “4999 Limit”). A comparison shall then
be made between (i) Executive’s Net After-Tax Benefit (as defined below)
assuming application of the 4999 Limit; and (ii) Executive’s Net After-Tax
Benefit without application of the 4999 Limit. If (ii) exceeds (i), then no
limit on the Payments shall be imposed by this Section 8. Otherwise, the
amount payable to Executive shall be reduced so that no such Payment is subject
to the Excise Tax. “Net After-Tax Benefit” shall mean the sum of (x) all
payments that Executive receives or is entitled to receive that are in the
nature of compensation and contingent on a change in the ownership or effective
control of the Company or in the ownership of a substantial portion of the
assets of the Company within the meaning of Code Section 280G(b)(2) (either, a
“Section 280G Transaction”), less (y) the amount of federal, state, local and
employment taxes and Excise Tax (if any) imposed with respect to such payments. 

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          (b)     
In the event that a reduction in Payments is required pursuant to this
Section 8, then, except as provided below with respect to Payments that
consist of health and welfare benefits, the reduction in Payments shall be
implemented by determining the “Parachute Payment Ratio” (as defined below) for
each Payment and then reducing the Payments in order beginning with the Payment
with the highest Parachute Payment Ratio. For Payments with the same Parachute
Payment Ratio, such Payments shall be reduced based on the time of payment of
such Payments, with amounts being paid furthest in the future being reduced
first. For Payments with the same Parachute Payment Ratio and the same time of
payment, such Payments shall be reduced on a pro-rata basis (but not below zero)
prior to reducing Payments next in order for reduction. For purposes of this
Section, “Parachute Payment Ratio” shall mean a fraction, the numerator of which
is the value of the applicable Payment as determined for purposes of Code
Section 280G, and the denominator of which is the financial present value of
such Parachute Payment, determined at the date such payment is treated as made
for purposes of Code Section 280G (the “Valuation Date”). In determining the
denominator for purposes of the preceding sentence (i) present values shall be
determined using the same discount rate that applies for purposes of discounting
payments under Code Section 280G; (ii) the financial value of payments shall be
determined generally under Q&A 12, 13 and 14 of Treasury Regulation 1.280G
-1; and (iii) other reasonable valuation assumptions as determined by the
Company shall be used. Notwithstanding the foregoing, Payments that consist of
health and welfare benefits shall be reduced after all other Payments, with
health and welfare Payments being made furthest in the future being reduced
first. Upon any assertion by the Internal Revenue Service that any such Payment
is subject to the Excise Tax, Executive shall be obligated to return to the
Company any portion of the Payment determined by the Professional Services Firm
to be necessary to appropriately reduce the Payment so as to avoid any such
Excise Tax. 

          (c)      All
determinations required to be made under this Section 8, including
whether and when a Payment is cut back pursuant to Section 8(c) and the
amount of such cut-back, and the assumptions to be utilized in arriving at such
determination, shall be made by a professional services firm designated by the
Board that is experienced in performing calculations under Section 280G (the
“Professional Services Firm”) which shall provide detailed supporting
calculations both to the Company and Executive. If the Professional Services
Firm is serving as accountant or auditor for the individual, entity or group
effecting the Section 280G Transaction, the Board shall appoint another
qualified professional services firm to make the determinations required hereunder (which accounting firm shall then be
referred to as the Professional Services Firm hereunder). All fees and expenses
of the Professional Services Firm shall be borne solely by the Company. 

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9.        Conflicts of
Interest. Executive agrees that he shall promptly disclose to the Board any
conflict of interest involving Executive upon Executive becoming aware of such
conflict. Executive’s ownership of an interest not in excess of one percent in a
business organization that competes with the Company or its affiliates
(including but not limited to ITH) shall not be deemed to constitute a conflict
of interest. 

10.      Confidentiality.
The Company agrees to provide Executive valuable Confidential Information of the
Company and its affiliates (including but not limited to ITH) and of third
parties who have supplied such information to the Company. In consideration of
such Confidential Information and other valuable consideration provided
hereunder, Executive agrees to comply with this Section 10. 

          (a)     
“Confidential Information” means, without limitation and regardless of whether
such information or materials are expressly identified as confidential or
proprietary, (i) any and all non-public, confidential or proprietary information
or work product of the Company or its affiliates (including but not limited to
ITH), (ii) any information that gives the Company or its affiliates (including
but not limited to ITH) a competitive business advantage or the opportunity of
obtaining such advantage, (iii) any information the disclosure or improper use
of which is reasonably expected to be detrimental to the interests of the
Company or its affiliates (including but not limited to ITH), (iv) any trade
secrets of the Company or its affiliates (including but not limited to ITH), and
(v) any other information of or regarding the Company or any of its affiliates
(including but not limited to ITH), or its or their past, present or future,
direct or indirect, potential or actual officers, directors, employees, owners,
or business partners, including but not limited to information regarding any of
their businesses, operations, assets, liabilities, properties, systems, methods,
models, processes, results, performance, investments, investors, financial
affairs, future plans, business prospects, acquisition or investment
opportunities, strategies, business partners, business relationships, contracts,
contractual relationships, organizational or personnel matters, policies or
procedures, management or compensation matters, compliance or regulatory
matters, as well as any technical, seismic, industry, market or other data,
studies or research, or any forecasts, projections, valuations, derivations or
other analyses, performed, generated, collected, gathered, synthesized,
purchased or owned by, or otherwise in the possession of, the Company or its
affiliates (including but not limited to ITH) or which Executive has learned of
through his employment with the Company. Confidential Information also includes
any non-public, confidential or proprietary information about or belonging to
any third party that has been entrusted to the Company or its affiliates
(including but not limited to ITH). Notwithstanding the foregoing, Confidential
Information does not include any information which is or becomes generally known
by the public other than as a result of Executive’s actions or inactions. 

          (b)     
Protection. In return for the Company’s promise to provide Executive with
Confidential Information, Executive promises (i) to keep the Confidential
Information, and all documentation, materials and information relating thereto,
strictly confidential, (ii) not to use the Confidential Information for any
purpose other than as required in connection with fulfilling his duties as CEO
for the benefit of the Company, and (iii) to return to the Company all documents
containing Confidential Information in Executive’s possession
upon separation from the Company for any reason. 

9




          (c)      Value
and Security. Executive understands and agrees that all Confidential
Information, and every portion thereof, constitutes the valuable intellectual
property of the Company, its affiliates (including but not limited to ITH),
and/or third parties, and Executive further acknowledges the importance of
maintaining the security and confidentiality of the Confidential Information and
of not misusing the Confidential Information. 

          (d)      Disclosure
Required By Law. If Executive is legally required to disclose any
Confidential Information, Executive shall promptly notify the Company in writing
of such request or requirement so that the Company and/or its affiliates
(including but not limited to ITH) may seek an appropriate protective order or
other relief. Executive agrees to cooperate with and not to oppose any effort by
the Company and/or its affiliates (including but not limited to ITH) to resist
or narrow such request or to seek a protective order or other appropriate
remedy. In any case, Executive will (i) disclose only that portion of the
Confidential Information that, according to the advice of Executive’s counsel,
is required to be disclosed (and Executive’s disclosure of Confidential
Information to Executive’s counsel in connection with obtaining such advice
shall not be a violation of this Agreement), (ii) use reasonable efforts (at the
expense of the Company) to obtain assurances that such Confidential Information
will be treated confidentially, and (iii) promptly notify the Company and/or its
affiliates (including but not limited to ITH) in writing of the items of
Confidential Information so disclosed. 

          (e)     
Third-Party Confidentiality Agreements. To the extent that the Company or
its affiliates (including but not limited to ITH) possesses any Confidential
Information which is subject to any confidentiality agreements with, or
obligations to, third parties, Executive will comply with all such agreements or
obligations in full. The immediately preceding sentence shall apply only if the
Company or any affiliate (including but not limited to ITH) has provided
Executive with a copy of such agreements, and Executive may disclose such
agreements and any related Confidential Information to Company’s attorneys and
rely on their advice regarding compliance therewith. 

11.      Agreement Not to
Compete. The Executive acknowledges that, in the course of the performance
of the Executive’s duties and obligations under this Agreement, the Executive
will acquire access to Confidential Information and the Executive further
acknowledges that if the Executive were to compete against the Company or any of
its affiliates (including but not limited to ITH), or be employed or in any way
involved with a person or company that was in competition with the Company or
any of its affiliates (including but not limited to ITH) following the
termination of the Executive’s employment with the Company, the Company and its
affiliates (including but not limited to ITH) would suffer irreparable damages.
Accordingly, the Executive will not, at any time or in any manner, during the
Executive’s Employment Period or at any time within one (1) year following the
termination of Executive’s employment for whatever reason, and notwithstanding
any alleged breach of this Agreement: 

          (a)      directly
or indirectly engage in any business involving the acquisition, exploration,
development or operation of any mineral property which is competitive or in
conflict with the business of the Company or any of its affiliates (including
but not limited to ITH); 

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          (b)     
accept employment or office with or render services or advice to any other
company, firm or individual, whether a competitor or otherwise, engaged in the
acquisition, exploration, development or operation of mineral property which is
competitive or in conflict with the business of the Company or any of its
affiliates (including but not limited to ITH); 

          (c)      solicit
or induce any director, officer or employee of the Company or of any its
affiliates (including but not limited to ITH) to end their association with the
Company or any of its affiliates (including but not limited to ITH); or 

          (d)     
directly or indirectly, on the Executive’s own behalf or on behalf of others,
solicit, divert or appropriate to or in favor of any person, entity or
corporation, any maturing business opportunity or any business of the Company or
of any of its affiliates (including but not limited to ITH); or 

          (e)     
directly or indirectly take any other action inconsistent with the fiduciary
relationship of a senior officer to his company, without the prior written
consent of the Board, which consent may be withheld in the Board’s sole
discretion. 

          (f)      For
this purpose of this Section 11, mineral property which is competitive or in
conflict with the business of the Company or any of its affiliates (including
but not limited to ITH) means one: 

	 	(1) 	
      which is primarily prospective for gold, and

	 	 	 
	 	(2) 	
      any part of which lies within a horizontal distance of
      twenty-five (25) kilometers from the outer boundaries of any mineral
      property in which the Company or any of its affiliates (including but not
      limited to ITH) holds, or has the right to acquire, an
  interest.



12.      Withholdings. The
Company may withhold and deduct from any payments made or to be made pursuant to
this Agreement (a) all federal, state, local and other taxes as may be required
pursuant to any law or governmental regulation or ruling, and (b) any deductions
consented to in writing by Executive. 

13.      Severability. It
is the desire of the Parties hereto that this Agreement be enforced to the
maximum extent permitted by law, and should any provision contained herein be
held unenforceable by a court of competent jurisdiction or arbitrator (pursuant
to Section 15), the Parties hereby agree and consent that such provision
shall be reformed to create a valid and enforceable provision to the maximum
extent permitted by law; provided, however, if such provision cannot be
reformed, it shall be deemed ineffective and deleted from this Agreement without
affecting any other provision of this Agreement. 

14.      Title and Headings;
Construction. Titles and headings to Sections hereof are for the purpose of
reference only and shall in no way limit, define or otherwise affect the
provisions hereof. Any and all Exhibits referred to in this Agreement are, by
such reference, incorporated herein and made a part hereof for all purposes. The
words “herein”, “hereof”, “hereunder” and other compounds of the word “here”
shall refer to the entire Agreement and not to any particular  provision hereof. This Agreement shall be deemed drafted
equally by both the Parties. Its language shall be construed as a whole and
according to its fair meaning. Any presumption or principle that the language is
to be construed against any Party shall not apply. 

11




15.      Arbitration; Injunctive
Relief; Attorneys’ Fees. 

          (a)      Subject
to Section 15(b), any dispute, controversy or claim between Executive and
the Company arising out of or relating to this Agreement, Executive’s employment
with Company, or the termination of either (other than with respect to claims
arising exclusively under one or more of the Company’s employee benefit plans
subject to ERISA) will be finally settled by arbitration in Denver, Colorado
before, and in accordance with the rules for the resolution of employment
disputes then in effect at the American Arbitration Association. The
arbitrator’s award shall be final and binding on both Parties. 

         (b)      Notwithstanding
Section 15(a), an application for emergency or temporary injunctive
relief by either party shall not be subject to arbitration under this Section
15; provided, however, that the remainder of any such dispute (beyond the
application for emergency or temporary injunctive relief) shall be subject to
arbitration under this Section 15. Executive acknowledges that
Executive’s violation of Sections 9 and/or 10 and/or 11 of this Agreement
will cause irreparable harm to the Company and its affiliates (including but not
limited to ITH), Executive agrees not to contest that Executive’s violation of
Sections 9 and/or 10 and/or 11 of this Agreement will cause irreparable
harm to the Company and its affiliates (including but not limited to ITH), and
Executive agrees that the Company shall be entitled as a matter of right to
specific performance of Executive’s obligations under Sections 9 and 10 and
11 and an injunction, from any court of competent jurisdiction, restraining
any violation or further violation of such agreements by Executive or others
acting on his/her behalf, without any showing of irreparable harm and without
any showing that the Company and its affiliates (including but not limited to
ITH) does not have an adequate remedy at law. The right of the Company and its
affiliates (including but not limited to ITH) to injunctive relief shall be
cumulative and in addition to any other remedies provided by law or equity. 

          (c)      Each
side shall share equally the cost of the arbitrator and bear its own costs and
attorneys’ fees incurred in connection with any arbitration, unless a statutory
claim authorizing the award of attorneys’ fees is at issue, in which event the
arbitrator may award a reasonable attorneys’ fee in accordance with the
jurisprudence of that statute. 

          (d)     
Nothing in this Section 15 shall prohibit a party to this Agreement from
(i) instituting litigation to enforce any arbitration award or (ii) joining
another party to this Agreement in a litigation initiated by a person which is
not a party to this Agreement. 

16.      Governing Law.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF COLORADO, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. THE
EXCLUSIVE VENUE FOR THE RESOLUTION OF ANY DISPUTE RELATING TO THIS AGREEMENT OR
EXECUTIVE’S EMPLOYMENT (THAT IS NOT SUBJECT TO ARBITRATION UNDER SECTION
15 FOR ANY REASON) SHALL BE IN THE STATE AND FEDERAL COURTS LOCATED IN
DENVER, COLORADO AND THE PARTIES HEREBY EXPRESSLY CONSENT TO THE JURISDICTION OF
THOSE COURTS.

12




17.      Entire Agreement and
Amendment. This Agreement contains the entire agreement of the Parties with
respect to Executive’s employment and the other matters covered herein (except
to the extent that other agreements are specifically referenced herein);
moreover, this Agreement supersedes all prior and contemporaneous agreements and
understandings, oral or written, between the Parties hereto concerning the
subject matter hereof and thereof. This Agreement may be amended, waived or
terminated only by a written instrument executed by both Parties hereto. 

18.      Survival of Certain
Provisions. Wherever appropriate to the intention of the Parties hereto, the
respective rights and obligations of said Parties, including, but not limited
to, the rights and obligations set forth in Sections 6 through 16 hereof,
shall survive any termination or expiration of this Agreement for any reason.


19.      Waiver of Breach.
No waiver by either pay hereto of a breach of any provision of this Agreement by
the other party, or of compliance with any condition or provision of this
Agreement to be performed by such other party, will operate or be construed as a
waiver of any subsequent breach by such other party or any similar or dissimilar
provision or condition at the same or any subsequent time. The failure of either
party hereto to take any action by reason of any breach will not deprive such
party of the right to take action at any time while such breach continues. 

20.      Assignment.
Neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by Executive (except by will or
by operation of the laws of intestate succession) or by the Company, except that
the Company shall assign this Agreement to any successor (whether by merger,
purchase or otherwise) to all or substantially all of the equity, assets or
businesses of the Company, if such successor expressly agrees to assume the
obligations of the Company hereunder. 

21.      Notices. Notices
provided for in this Agreement shall be in writing and shall be deemed to have
been duly received (a) when delivered in person or sent by facsimile
transmission, (b) on the first business day after such notice is sent by air
express overnight courier service, or (c) on the third business day following
deposit in the United States mail, registered or certified mail, return receipt
requested, postage prepaid and addressed, to the following address, as
applicable: 

          (a)     
If to Company, addressed to: Suite 200 – 506 Gaffney Road, Fairbanks, Alaska
99701; Attention: The Board. 

          (b)     
If to Executive, addressed to the address set forth below Executive’s name on
the execution page hereof; or to such other address as either party may have
furnished to the other party in writing in accordance with this Section
21. 

22.      Counterparts.
This Agreement may be executed in any number of counterparts, each of which when
so executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument. Each counterpart may consist of
a copy hereof containing multiple signature pages, each signed by one party, but
together signed by both parties hereto. 

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23.      Definitions. The
Parties agree that as used in this Agreement the following terms shall have the
following meanings: an “affiliate” of a person shall mean any person directly or
indirectly controlling, controlled by, or under common control with, such
person; the terms “controlling, controlled by, or under common control with”
shall mean the possession, directly or indirectly, of the power to direct or
influence or cause the direction or influence of management or policies (whether
through ownership of securities or other ownership interest or right, by
contract or otherwise) of a person; the term “person” shall mean a natural
person, partnership (general or limited), limited liability Company, trust,
estate, association, corporation, custodian, nominee, or any other individual or
entity in its own or any representative capacity, in each case, whether domestic
or foreign. 

24.      Internal Revenue Code
Section 409A. 

          (a)      If
at the time of the Executive’s separation from service, (i) the Executive is a
specified employee (within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and using the identification methodology
selected by the Company from time to time), and (ii) the Company makes a good
faith determination that an amount payable hereunder constitutes deferred
compensation (within the meaning of Section 409A of the Code), the payment of
which is required to be delayed pursuant to the six-month delay rule set forth
in Section 409A of the Code in order to avoid additional taxes or interest under
Section 409A of the Code, then the Company will not pay such amount on the
otherwise scheduled payment date but will instead pay it in a lump sum on the
first to occur of (x) the first business day after such six-month period, (y)
Executive’s death, or (z) such other date as will not cause such payment to be
subject to tax or interest under Code Section 409A. 

          (b)      It
is the intention of the Parties that payments or benefits payable under this
Agreement not be subject to the additional tax or interest imposed pursuant to
Code Section 409A. To the extent such potential payments or benefits could
become subject to Code Section 409A, the Parties shall cooperate to amend this
Agreement with the goal of giving the Executive the economic benefits described
herein in a manner that does not result in such tax being imposed. The Executive
shall, at the request of the Company, take any action (or refrain from taking
any action), required to comply with any correction procedure promulgated
pursuant to Code Section 409A. In no event shall the Company be liable to
Executive for any taxes, penalties, or interest that may be due as a result of
the application of Code Section 409A. 

          (c)     
With respect to payments under this Agreement, for purposes of Code Section
409A, each severance payment will be considered one of a series of separate
payments, and each such payment shall be a separately identifiable and
determinable amount. 

          (d)     
For purposes of determining the timing of any payment of severance compensation,
the Executive will be deemed to have a termination of employment only upon a
“separation from service” within the meaning of Code Section 409A. 

          (e)     
Any amount that the Executive is entitled to be reimbursed under this Agreement
will be reimbursed to the Executive as promptly as practical, and in any event
not later than the last day of the calendar year following the year in which the
expenses were incurred. 

          (f)     
Executive’s termination of his employment for Good Reason is intended to be a
 separation from service for good reason as described in Treas.
Reg. § 1.409A -1(n)(2) and this Agreement shall be interpreted and construed
accordingly. 

14




          (g)     
For purposes of this Agreement, each payment of severance compensation is
intended to be excepted from Code Section 409A to the maximum extent provided
under Code Section 409A as follows: (i) each payment that is scheduled to be
made following Executive’s termination of employment and within the applicable 2
1/2 month period specified in Treas. Reg. § 1.409A(b)(4) is intended to be
excepted under the short-term deferral exception as specified in Treas. Reg. §
1.409A -1(b)(4) and (ii) each payment that is not otherwise excepted under the
short-term deferral exception is intended to be excepted under the involuntary
separation pay exception as specified in Treas. Reg. § 1.409A -1(b)(9)(iii) or
the exception for limited payments described in Treas. Reg. § 1.409A
-1(b)(9)(v)(D). The Executive shall have no right to designate the date of any
payment of severance compensation to be made hereunder. 

25.      Employment at
Will. Executive agrees that by signing below he agrees that he is an
employee at will and just as he is free to terminate his employment at any time,
for any reason, the Company is also free to terminate his employment at any
time, for any reason. 

SIGNATURE PAGE FOLLOWS 

15




IN WITNESS WHEREOF, Executive and the Company have executed
this Agreement to be effective for all purposes as of the Effective Date. 

 

	 	EXECUTIVE: 
	 	 
	 	 
	Dated: March 18, 2014 	/s/ Thomas E. Irwin 
	 	Thomas E. Irwin 
	 	 
	 	 
	 	THE COMPANY: 
	 	 
	 	 
	Dated: March 18, 2014 	By: /s/ Stephen A. Lang







Exhibit “A” 

Description of Duties and Responsibilities of Employee


	 	• 	
      Executive is responsible for running a public company
      (ITH), and for all facets of the business. 

	 	  	     
	 	• 	
      Executive is responsible for creating and maintaining
      stability and investor confidence. 

	 	  	     
	 	• 	
      Executive is responsible for creating a vision and
      strategy for future growth. 

	 	  	     
	 	• 	
      Executive is responsible for driving realistic value
      creation and growth in light of the near-term growth potential and
      challenging financing imperatives as the Livengood Gold Project (the
      “Project”) moves through the early stages of development. 

	 	  	     
	 	• 	
      Executive is responsible for ensuring that strategies are
      in place in the first year of his employment: 




	 	o 	
      To continue the strategic process to secure a joint
      venture partner, either to advance the Project further or to pursue some
      other opportunity to maximize shareholder value in the near term;
  

	 	  	     
	 	o 	
      To obtain financing to satisfy 2015 cash requirements and
      the 2016 property commitments for the Project by gaining access to capital
      markets on appropriate terms; 

	 	  	     
	 	o 	
      To continue and protect the development of strong
      relationships with existing key stakeholders and different levels of
      government (State and Federal) in Alaska to help ensure the acquisition of
      future environmental permitting; and 

	 	  	     
	 	o 	
      To integrate the Denver and Fairbanks teams and continue
      to retain and build a top tier management team capable of building ITH
      into an operating company. 




	 	• 	Executive’s responsibilities also
      include: 



	 	o 	
      To craft, in conjunction with the management team, a
      mission and vision statement for ITH, and to communicate and ensure the
      understanding of this statement among employees, shareholders, community
      stakeholders and partners; 

	 	  	     
	 	o 	
      To craft, in conjunction with the management team, a
      values statement to communicate ITH’s values with respect to operational
      excellence, workplace safety, environmental best practices, business
      ethics, integrity and entrepreneurship; 



17





		o 	
      In close partnership with the Board, to adjust and
      execute the current vision and strategic plan required for future value
      accrual and the success; 

	 	  	     
		o 	
      To ensure ITH’s solid reputation among the local and
      global investment communities; 

	 	  	     
		o 	
      To motivate, focus and retain a talented senior executive
      team capable of achieving ITH’s strategic business plan, and to ensure
      senior management succession; 

	 	  	     
		o 	
      To understand and skillfully navigate the contextual
      dynamics involved in building relationships across the community at many
      levels; 

	 	  	     
		o 	
      To look for opportunities from Companies holding
      Confidentiality Agreements to advance the project through engineering,
      testwork, and/or exploration; 

	 	  	     
		o 	
      To ensure the development and identification of merger,
      acquisition or partnership opportunities that fit the strategic direction
      and enhance Shareholder value; and 

	 	  	     
	 	o 	
      Other duties as assigned by the Board.




18