NovaCopper Inc.: Exhibit 4.4 - Filed by newsfilecorp.com






EMPLOYMENT AGREEMENT

BETWEEN:

RICK VAN NIEUWENHUYSE,
businessperson, of [address]

(the “Executive”)

AND:

NOVACOPPER INC.,
a company incorporated pursuant to the laws of British Columbia and having
its principal office at Suite 2300 – 200 Granville Street, Vancouver, British
Columbia, V6C 1S4

(the “Company”)

      WHEREAS:

A. The Company is a natural resource company currently engaged
in the exploration of mineral properties situate in Alaska, USA;

B. The Company wishes to employ and the Executive wishes to
supply his services in the capacity of President and CEO, on the terms and
conditions set out in this Agreement;

C. The Company and the Executive desire that this employment
relationship and the terms thereof be formally embodied in this Agreement;

     THEREFORE in consideration
of the recitals, the following covenants and the payment of one dollar made by
each party to the other, the receipt and sufficiency of which are acknowledged
by each party, the parties agree on the following terms:

  1. ENGAGEMENT AND DURATION 

1.1 Engagement

The Company hereby employs the
Executive as President and CEO and the Executive accepts such employment.

1.2 Term

The Executive's employment pursuant to
the terms of this Agreement shall commence effective January 9, 2012 and shall
continue indefinitely, unless and until terminated as set forth herein.




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  2. DUTIES

2.1 Performance of Duties

The Executive shall act as President
and CEO, and the Executive shall perform such services and duties as are
normally provided by a President and CEO of a company in a business and of a
size similar to the Company’s, and such other services and duties as may
reasonably be assigned from time to time.

2.2 Other Boards or
Committees

The Executive’s performance of
reasonable personal, civic or charitable activities or the Executive’s service
on any boards or committees of any private or public companies shall not be
deemed to interfere with the performance of the Executive’s services and
responsibilities to the Company pursuant to this Agreement, so long as there is
no conflict between the business of the Company and the business of the private
or public companies. The Executive agrees to inform the Board of Directors (“the
Board”) forthwith upon the Executive being appointed to any such board or
committee. The Executive’s right to participate on such boards or committees
shall be subject to approval of the Board, which approval will not be
unreasonably withheld. The Board acknowledges that as of the date of this
Agreement, the Executive is a director of the companies set forth in Schedule A
hereto, and approves the Executive’s right to participate on such boards.

2.3 Principal Place of Work

The Executive shall perform his duties
at the Company’s principal executive offices, which are currently located in
Vancouver, British Columbia or at such other location within 50km of the current
office. The Executive acknowledges that his duties and responsibilities may
involve a reasonable amount of traveling.

2.4 Reporting

The Executive shall report directly to
the Board. 

2.5 Instructions

The Executive will, subject to the
terms of this Agreement, comply promptly and faithfully with the reasonable and
lawful instructions, directions, requests, rules and regulations of the
Board.




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  3. REMUNERATION AND BENEFITS

3.1 Salary

The Company shall pay to the Executive
for his services under this Agreement an annual salary of $400,000, subject to
all applicable statutory deductions and payable in substantially equal
installments on the dates that the Company has established for paying wages to
its employees.

3.2 Annual Review

The salary referred to in Section 3.1
shall be reviewed at least annually by the Board in consultation with the
Executive. The Chair of the Compensation Committee of the Board shall make
recommendations to the Board or the Compensation Committee of the Board
regarding appropriate salary adjustments. The salary referred to in Section 3.1
shall be increased by such amount as is determined by the Board or the
Compensation Committee of the Board in its sole discretion taking into
consideration the recommendations of the Compensation Committee of the Board,
the performance of the Executive and the performance of the Company provided,
however, that in no event shall the salary be less than the salary payable in
the previous fiscal year.

3.3 Reimbursement of
Expenses

The Company shall reimburse the
Executive for all reasonable expenses incurred by him in the performance of this
Agreement provided that the Executive provides the Company with written expense
accounts with respect to each calendar month. The Company will provide the
Executive with, or reimburse the Executive for, services and fees necessary for
the performance of the Executive's duties including, but not limited to,
membership in the Executive's professional institute, stock information accounts
and fax lines.

3.4 Medical Benefits

The Company shall provide the Executive
with group life, long-term disability, extended medical and dental insurance
coverage (“benefit coverage”) in accordance with the terms of the benefit plans
in effect from time to time and, to the extent provided by such plans, the
Company shall extend medical and dental insurance coverage to the Executive’s
spouse and child dependants. The Company may, in the Company’s discretion,
change such benefit coverage or amend such benefits from time to time, as long
as such changes do not apply solely to the Executive. To the extent the
Executive remains in receipt of any benefits from NovaGold Resources Inc., the
Company shall not be obligated to provide benefit coverage for the same kind of
benefit until such time as NovaGold Resources Inc. ceases to provide such
coverage.




-4-

3.5 Directors and Officers Liability
Insurance

The Company shall provide the Executive
with directors’ and officers’ liability insurance appropriate to the nature of
his responsibilities under this Agreement. The directors’ and officers’
liability insurance will be subject to the terms and conditions of the insurance
policy’s coverage.

3.6 Vacation

The Executive shall be entitled to five
weeks of paid vacation for each fiscal year of the Company. The Executive shall
be entitled to a pro-rata portion of the Executive’s vacation entitlement for
any part year of employment. The Executive shall take such vacation only at
times approved in advance by the Board, which approval shall not be unreasonably
withheld. The Executive shall be covered by the Company’s vacation policy for
banking of vacation days. In addition, the Executive shall be entitled to
statutory holidays and the number of paid holidays provided for under the
policies and procedures of the Company, as they exist from time to time.

3.7 Other Benefits

In addition to any other compensation
or benefits to be received by the Executive pursuant to this Agreement, the
Executive shall be eligible to participate in all executive benefits which the
Company may from time to time provide to its senior executives. For greater
certainty, and among other things, the Executive shall be eligible to
participate in the Company's Stock Option Plan, as amended from time to time.
All stock options grants are at the discretion of the Company’s Board of
Directors and are subject to, and will be made in accordance with, the
guidelines of the Toronto Stock Exchange and the Company’s Employee Stock Option
Plan.

In recognition of your appointment, you
will receive an initial grant of 1,875,000 options of the Company on the
effective date of the proposed distribution of the outstanding common shares of
the Company to shareholders of NovaGold Resources Inc. (the “Spin-out”). Such
grant will be conditional upon the completion of the Spin-out. Upon issuance,
the options will be exerciseable for a period of five years at an exercise price
equal to the volume weighted average trading price on the Toronto Stock Exchange
for the five trading days commencing on the sixth trading day following the
effective date of the Spin-out, with 2/3 of the options to vest on the first
anniversary of the effective date of the grant, the final 1/3 to vest on the
second anniversary of the effective date of the grant. All other terms and
conditions of the options, including the manner of exercise, will be in
accordance with the terms of the Plan and the requirements of the Toronto Stock
Exchange and applicable securities laws.

In further recognition of your
appointment, it is anticipated that you will receive an incentive grant of
135,000 common shares of the Company on the effective date of the Spin-out. Such
grant will be conditional upon the completion of the Spin-out and subject to
approval of the Company’s shareholders, if required. The issuance of any shares pursuant to this Section 3.7 may be
settled on a net withholding basis in order to satisfy any tax obligations of
the Executive arising out of the grant of shares set out herein. Any such
withholding will be satisfied by the Company on a cash basis at the then market
price of NovaCopper’s shares, and the Executive will be issued that number of
shares equal to 135,000 multiplied by (100% minus the anticipated percentage
withholding obligation).




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Both the initial grant of 1,875,000
options and the incentive grant of =135,000 common shares are based on the
assumption that the Spin-out will be effected on the basis of one Company share
to be distributed for every five common shares of NovaGold Resources Inc. In the
event that the Spin-out is effected on another basis, both the number of options
and the number of shares contemplated in this Section 3.7 will be adjusted
accordingly.

The initial grant of 1,875,000 options
and the incentive grant of 135,000 common shares have also been calculated on
the basis of certain assumptions as to the post-Spin-Out trading price of the
Company. In the event that the volume weighted average trading price of the
common shares of the Company on the Toronto Stock Exchange for the five trading
days commencing on the sixth trading day following the effective date of the
Spin-out does not result in a minimum of (i) $2,812,500 of option value based on
Black Scholes (as determined by the Compensation Committee of the Company), and
(ii) $675,000 in common shares, the Company will provide the Executive with
alternative compensation, the form of which shall be in the sole discretion of
the Company.

In the event that the Spin-out is not
completed by December 31, 2012, the Board shall provide the Executive with an
alternative form of compensation of equivalent dollar value, the form of which
shall be in the sole discretion of the Company. Any such compensation shall be
in lieu of the options and shares contemplated above, and the Company shall have
no further obligation to the Executive in this regard in the event that a
Spin-out is effected subsequent to December 31, 2012.

3.8 Equipment

The Company shall provide the Executive
with such equipment as the Executive and Board agree is necessary for
performance of the Executive's duties which shall include a computer, fax
machine, personal digital assistant and a cell phone for use in carrying out
Company business.

3.9 Annual Incentive Program

The Executive shall be entitled to
participate in the Company’s Annual Incentive Program (the “Annual Incentive
Program”) according to the terms of the Annual Incentive Program which Annual
Incentive Program the Company may, in the Company’s discretion, change or amend
from time to time. 




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3.10 Shared Services

The Executive acknowledges and agrees
that so long as the Company remains a wholly-owned subsidiary of NovaGold
Resources Inc. and subject to any shared services agreement with NovaGold
Resources Inc. thereafter, the Executive’s remuneration and benefits provided
for in Section 3 of this Agreement may be provided through NovaGold Resources
Inc.

4. CONFIDENTIALITY AND NON-DISCLOSURE 

4.1 “Confidential
Information”

The term “Confidential Information”
means any and all information concerning any aspect of the Company not publicly
disclosed, which the Executive may receive or develop as a result of his
engagement by or involvement with the Company, and including all technical data,
concepts, reports, programs, processes, technical information, trade secrets,
systems, business strategies, financial information and other information unique
to the Company. All Confidential Information, including notes, diagrams, maps,
reports, notebook pages, memoranda, sample materials and any excerpts thereof
that include Confidential Information are the property of the Company or parties
for whom the Company acts as agent or who are customers of the Company, as the
case may be, and are strictly confidential to the Company and/or such parties.
The Executive shall not make any unauthorized disclosure or use of and shall use
his best efforts to prevent unauthorized disclosure or use of such Confidential
Information.

4.2 Equitable Remedies

The Executive acknowledges that any
unauthorized disclosure or use of such Confidential Information by the Executive
may result in material damages to the Company and that the Company shall be
entitled to seek injunctive relief or any other legal or equitable remedy to
prohibit, prevent or enjoin unauthorized disclosure or use of Confidential
Information by the Executive. The Executive acknowledges and agrees that his
unauthorized disclosure or use of Confidential Information will cause
irreparable harm to the Company that could not be adequately compensated by
damages.

4.3 Use of Confidential
Information

Except as authorized by the Company,
the Executive will not:

	 	(a) 	
      duplicate, transfer or disclose nor allow any other
      person to duplicate, transfer or disclose any of the Company’s
      Confidential Information; or

	 	 	 
	 	(b) 	
      use the Company’s Confidential Information without the
      prior written consent of the Company.







-7-

4.4 Protection of Confidential
Information

The Executive will safeguard all
Confidential Information at all times so that it is not exposed to or used by
unauthorized persons, and will exercise at least the same degree of care used to
protect the Executive’s own Confidential Information.

4.5 Exception

The restrictive obligations set forth
above shall not apply to the disclosure or use of any information which:

	 	(a) 	
      is or later becomes publicly known under circumstances
      involving no breach of this Agreement by the Executive;

	 	 	 
	 	(b) 	
      is already known to the Executive at the time of receipt
      of the Confidential Information;

	 	 	 
	 	(c) 	
      is lawfully made available to the Executive by a third
      party;

	 	 	 
	 	(d) 	
      is disclosed by the Executive pursuant to a requirement
      of a governmental department or agency or disclosure is otherwise required
      by operation of law, provided that the Executive gives notice in writing
      to the Company of the required disclosure immediately upon his becoming
      advised of such required disclosure and provided also that the Executive
      delays such disclosure so long as it is reasonably possible in order to
      permit the Company to appeal or otherwise oppose such required disclosure
      and provides the Company with such assistance as the Company may
      reasonably require in connection with such appeal or other
    opposition;

	 	 	 
	 	(e) 	
      is disclosed to a third party under an approved
      confidentiality agreement; or

	 	 	 
	 	(f) 	
      is disclosed in the course of the Executive's proper
      performance of the Executive's duties under this
  Agreement.



4.6 Removal of Information

The Executive will not, without the
written consent of the CEO, remove any information relating to the Company, or
any third party with which the Company is conducting business from the premises
where the Executive is working, unless required in the normal course of his
duties.

4.7 New Discoveries

Any inventions, discoveries or
improvements in systems, methods and processes made by the Executive in the
course of his employment and any mineral discoveries and opportunities to
acquire mineral assets or interests therein which come to the Executive will be disclosed to the Company
forthwith and shall belong to and be the absolute property of the Company.




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4.8 Survival

The provisions of this Article 4 shall
survive the termination of this Agreement.

4.9 Non-Solicitation 

The Executive shall not, for a period
of twelve (12) months following the termination of the Executive’s employment
for any reason, without the prior written consent of the Board, for his/her
account or jointly with another, either directly or indirectly, for or on behalf
of himself/herself or any individual, partnership, corporation or other legal
entity, as principal, agent, employee or otherwise, solicit, influence, entice
or induce, attempt to solicit, influence, entice or induce:

	 	(a) 	
      any person who is employed by the Company or any
      Affiliated Company to leave such employment; or

	 	 	 
	 	(b) 	
      any person, firm or corporation whatsoever, who or which
      has at any time in the last two (2) years of his/her employment with the
      Company or any predecessor of the Company, been a customer of the Company,
      an Affiliated Company, or of any of their respective predecessors,
      provided that this Section 4.9 shall not prohibit the Executive from
      soliciting business from any such customer if the business is in no way
      similar to the business carried on by the Company, an Affiliated Company,
      any of their respective predecessors, subsidiaries or associates to cease
      its relationship with the Company or any Affiliated
  Company.



For the purposes of this Section 4.9,
“Affiliated Company” shall include NovaGold Resources Inc. as long as NovaGold
Resources Inc. provides administrative services to the Company pursuant to a
Transitional Services Agreement and for a twelve (12) month period following the
cessation of such services.

The Executive agrees that all
restrictions contained in this Agreement are reasonable and valid and all
defenses to the strict enforcement thereof by the Company are waived by the
Executive.

4.10 Equitable Relief

The Executive agrees that, in the event
he/she violates any of the restrictions referred to in Section 4 the Company
shall suffer irreparable harm and shall be entitled to preliminary and permanent
injunctive relief and any other remedies in law or in equity which the court
deems fit.




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5. DELIVERY OF RECORDS

Upon the termination of the employment of the Executive by the
Company, the Executive will deliver to the Company all books, records, lists,
brochures and other property belonging to the Company or developed in connection
with the business of the Company, and will execute such transfer documentation
as is necessary to transfer such property or intellectual property to the
Company.

6. TERMINATION

6.1 The Executive’s Right to
Terminate

The Executive may terminate his
obligations under this Agreement:

	 	(a) 	
      at any time upon providing three months’ notice in
      writing to the Company; or

	 	 	 
	 	(b) 	
      upon a material breach or default of any material term of
      this Agreement by the Company provided that the Executive advises the
      Company in writing of such material breach or default within ninety (90)
      days of the date the Executive has become aware (or reasonably should have
      become aware) of the breach or default, and such material breach or
      default has not been remedied within 30 days after such written notice of
      the material breach or default has been delivered by the Executive to the
      Company.



The Company may waive the notice
requirements set out in paragraph (a) above in whole or in part and if it does
so, the Executive's entitlement to remuneration and benefits as set out in
Sections 6.3 and 6.4 as applicable will apply as of the date the Company waives
such notice.

6.2 Company’s Right to
Terminate

The Company may terminate the
Executive’s employment under this Agreement at any time:

	 	(a) 	
      for just cause which shall include, without limitation,
      any of the following events:

	 	 	 	 
	 		(i) 	
      theft, dishonesty or fraud by the Executive with respect
      to the business of the Company;

	 	 	 	 
	 		(ii) 	
      the conviction of the Executive for a criminal offence
      that gives rise or is likely to give rise to the Company's stock becoming
      ineligible for listing on any stock exchange or market or the Company's
      stock being subject to a cease-trade order by a Canadian or US securities
      regulatory authority; or







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	 		(iii) 	
      any and all other omissions, commissions or other conduct
      which would constitute just cause at law; or

	 	 	 	 
	 	(b) 	
      upon the Executive dying or becoming permanently disabled
      or disabled for a period exceeding 180 consecutive days or 180
      non-consecutive days calculated on a cumulative basis over any two year
      period during the term of this Agreement. The Executive shall be deemed to
      have become disabled if, because of ill health, physical, mental
      disability or for other causes beyond the control of the Executive, the
      Executive has been unable or unwilling or has failed to perform the
      Executive's duties under this Agreement; or

	 	 	 	 
	 	(c) 	
      at any time upon making the severance payment
      contemplated in Section 6.3 to the Executive.



6.3 Severance Payment 

In the event of the termination of the
Executive's employment:

	 	(a) 	
      by the Executive pursuant to subsection 6.1(b) of this
      Agreement; or

	 	 	 
	 	(b) 	
      by the Company pursuant to subsection 6.2(c) or by the
      Company in breach of this Agreement;



the Company shall pay to the Executive
within 10 days of such termination a severance payment equal to:

	 	(c) 	
      an amount equal to the Executive’s annual salary at the
      time of termination of the Executive’s employment plus the Executive’s
      annual incentive target for the fiscal year pursuant to the Company’s
      Annual Incentive Program, multiplied by two in the event that such
      termination occurs before the first anniversary of this agreement;
    or

	 	 	 
	 	(d) 	
      an amount equal to the Executive’s annual salary at the
      time of termination of the Executive’s employment plus the Executive’s
      annual incentive earned in the previous fiscal year pursuant to the
      Company’s Annual Incentive Program, multiplied by two in the event that
      such termination occurs on or after the first anniversary of this
      Agreement.



The Company shall continue the Executive's group insurance
benefits, if any, under Section 3.4 for 12 months after the date of termination,
provided that if the Company is unable to continue any such benefit by reason of
the termination of employment, it will instead pay to the Executive an amount
equal to the present value of the Company's cost of providing such benefit to
the Executive for a period of 12 months. Any such payment in lieu of group
insurance benefits will be paid no later than March 15 of the year following the
year of termination.




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In addition, the Company shall
reimburse the Executive within 10 days of such termination for all expenses as
contemplated by Section 3.3.

6.4 Compensation Otherwise Due to
the Executive on Termination 

In the event of the termination of the
Executive's employment under this Agreement in circumstances other than those
set out in Section 6.3 of this Agreement, the Company shall pay the following
amounts to the Executive within 10 days of the termination:

	 	(a) 	
      if terminated pursuant to subsections 6.1(a) or 6.2(a) of
      this Agreement, the Company shall pay to the Executive his then-current
      annual salary accrued pursuant to Section 3.1 of this Agreement as of the
      date of termination or effective date of resignation, as applicable;
    or

	 	 	 	 
	 	(b) 	
      if terminated pursuant to subsection 6.2(b) of this
      Agreement, the Company shall pay to the Executive:

	 	 	 	 
	 		(i) 	
      his then-current annual salary accrued pursuant to this
      Agreement as of the date of termination; and

	 	 	 	 
	 		(ii) 	
      a lump sum equal to the Executive’s annual salary at the
      time of termination of the Executive’s employment. Such payment will be
      made no later than March 15 of the year following the year of such
      termination.



6.5 Property Interests

If the Executive's employment with the
Company is terminated, and within two years of such termination, the Executive
acquires directly or indirectly other than from the Company or its subsidiaries
any present or future interest in any mining claims or properties or mineral
interests within 10 kilometres of the external boundaries of any mineral
property held by the Company during the time the Executive was employed by the
Company, the Executive will offer the Company, in writing the right to acquire
such interest in exchange for reimbursement of his direct and indirect
acquisition costs. The Company shall have 30 days after receipt of such offer to
accept the offer and 30 days after receipt of such offer to reimburse such
costs.

6.6 Resignations

Upon termination of the Executive for
whatever reason the Executive shall forthwith execute and deliver to the Company
his written resignation from any and all offices of the Company and its
affiliates, without claim for compensation for loss of office.




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6.7 Payments in Full
Settlement

The Executive acknowledges and agrees
that the payments pursuant to this Article 6 shall be in full satisfaction of
all claims, losses, costs, damages or expenses in connection with the
termination of his employment, including termination pay and severance pay
pursuant to any applicable labour laws as amended from time to time. Except as
provided in this Article, the Executive shall not be entitled to any further
termination payments, damages or compensation whatsoever in connection with the
employment of the Executive and the termination thereof. As a condition
precedent to any payment pursuant to this Article, the Executive agrees to
deliver to the Company, prior to any such payment, a full and final release from
all actions and claims in connection with the termination of his employment or
any losses, costs, damages or expenses resulting there from in favour of the
Company, its affiliates, subsidiaries, directors, officers, employees and agents
in a form satisfactory to the Company and the Executive.

7. CHANGE OF CONTROL

7.1 Termination By Company.

In the event that within the twelve
(12) month period immediately following a Change of Control (as defined in
Section 7.2 of this Agreement), any of the following occur:

	 	(a) 	
      a material change (other than a change that is clearly
      and exclusively consistent with a promotion) in the Executive’s position,
      duties, responsibilities, title or office in effect immediately prior to
      any Change of Control;

	 	 	 
	 	(b) 	
      a material reduction in the Executive’s Base Salary in
      effect immediately prior of any Change of Control; or

	 	 	 
	 	(c) 	
      any material breach by the Company of any material
      provision of this Agreement,



then, if the Executive advises the
Company in writing within ninety (90) days of the date the Executive has become
aware (or reasonably should have become aware) of the condition and the Company
has not cured the condition within thirty (30) days from receipt of such written
notice, the Executive’s employment shall be deemed to have been terminated by
the Company and the Company will pay to the Executive within 10 days of such
termination a severance payment equal to:

	 	(d) 	
      an amount equal to the Executive’s annual salary at the
      time of termination of the Executive’s employment plus the Executive’s
      annual incentive target for the fiscal year pursuant to the Company’s
      Annual Incentive Program, multiplied by two in the event that such
      termination occurs before the first anniversary of this agreement;
    or







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	 	(e) 	
      an amount equal to the Executive’s annual salary at the
      time of termination of the Executive’s employment plus the Executive’s
      annual incentive earned in the previous fiscal year pursuant to the
      Company’s Annual Incentive Program, multiplied by two in the event that
      such termination occurs on or after the first anniversary of this
      Agreement.



The Company shall continue to provide
all medical and health care benefits and all other benefits that it is permitted
or able to provide under the applicable rules of the relevant plans for a period
of twelve (12) months from the date of the Executive’s election following a
Change of Control provided that if the Company is unable to continue any such
benefit by reason of the termination of employment, it will instead pay to the
Executive an amount equal to the present value of the Company's cost of
providing such benefit to the Executive for a period of 12 months. Any such
payment in lieu of group insurance benefits will be paid to the Executive no
later than March 15 of the year following the year of termination. The Executive
further agrees that compensation payable pursuant to this Section 7.1 is in lieu
of the severance package payable under Section 6 of this Agreement and shall be
the maximum compensation to which the Executive is entitled to receive in lieu
of reasonable notice, and the Company will have no further obligations to the
Executive with respect to the termination of this Agreement or his/her
employment, including, without limitation, further severance pay or damages.

7.2 Limit on Benefits

Notwithstanding anything to the
contrary in this Agreement, to the extent Executive receives any payments and
benefits, whether payable or distributed or distributable pursuant to the terms
of this Agreement or otherwise (including, but not limited to, any payments and
benefits subject to any plan, program, arrangement, agreement, or award) in
connection with a Change of Control (“Total Payments”), which would be subject
to the excise tax under U.S. Code section 4999 but for the operation of this
Section 7.2, then the aggregated amount of the Total Payments shall be reduced
to the extent necessary so that no portion of the Total Payments is subject to
the Excise Tax, but only if (A) the net amount of such Total Payments, as so
reduced (and after subtracting the net amount of federal, state and local income
taxes on such reduced Total Payments and after taking into account the phase out
of itemized deductions and personal exemptions attributable to such reduced
Total Payments) is greater than or equal to (B) the net amount of such Total
Payments without such reduction (but after subtracting the net amount of
federal, state and local income taxes on such Total Payments and the amount of
Excise Tax to which the Executive would be subject in respect of such unreduced
Total Payments and after taking into account the phase out of itemized
deductions and personal exemptions attributable to such unreduced Total
Payments).

Subject to the provisions of this
Section 5.2, all determinations required to be made under this Section 5.2,
including whether and the extent to which the Total Payments will be subject to
the Excise Tax and the assumptions to be utilized in arriving at such
determination, shall be made by a nationally recognized accounting firm selected
by the Executive. Such firm shall not be a firm then serving as accountant or
auditor for the individual, entity or group effecting
the Change in Control of the Company (the “Auditor”). Such firm will provide
detailed supporting calculations both to the Company and the Executive within
fifteen (15) business days of the receipt of notice from the Executive that
there has been a payment as a result of a Change of Control, or such earlier
time as is requested by the Company. All fees and expenses of the Auditor shall
be borne solely by the Company.




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7.3 Change of Control.

For the purposes of this agreement, a
“Change of Control” means any of the following:

	 	(a) 	
      at least 50% in fair-market value of all the assets of
      the Company are sold to a party or parties acting jointly or in concert
      (as determined pursuant to the Ontario Securities Act, R.S.O. 1990, c.S.5,
      as amended (the “OSA”), mutatis mutandis) in one or more transactions
      occurring within a period of two (2) years; or

	 	 	 
	 	(b) 	
      there is a direct or indirect acquisition by a person or
      group of persons acting jointly or in concert of voting shares of the
      Company that when taken together with any voting shares owned directly or
      indirectly by such person or group of persons at the time of the
      acquisition, constitutes 40% or more of the outstanding voting shares of
      the Company, provided that the direct or indirect acquisition by Electrum
      Strategic Resources LLC (“Electrum”) of voting shares of the Company shall
      not constitute a “Change of Control” unless the acquisition of such
      additional voting shares when taken together with any voting shares or
      securities convertible into voting shares (“Convertible Securities”) held
      directly or indirectly by Electrum at the time of acquisition constitutes
      50% or more of the outstanding voting shares of the Company. For purposes
      of this paragraph (b), all Convertible Securities owned by Electrum will
      be deemed to be fully converted or exercised and the number of outstanding
      voting shares of the Company will be adjusted to reflect such conversion
      or exercise and Electrum includes all persons acting jointly or in concert
      with Electrum; or

	 	 	 
	 	(c) 	
      a majority of the then-incumbent Board of Directors’
      nominees for election to the Board of Directors of the Company are not
      elected at any annual or special meeting of shareholders of the
      Company.

	 	 	 
	 	(d) 	
      the Company is merged, amalgamated, consolidated or
      reorganized into or with another body corporate or other legal person and,
      as a result of such business combination, more than 40% of the voting
      shares of such body corporate or legal person immediately after such
      transaction are beneficially held in the aggregate by a person or body
      corporate (or persons or bodies corporate acting jointly or in concert)
      and such person or body corporate (or persons or bodies corporate acting
      jointly or in concert) beneficially held less than 40% of the
voting shares of the Company immediately prior to such transaction.








-15-

Notwithstanding the foregoing
provisions of paragraphs 7.2(a), (b) and (d), unless otherwise determined in a
specific case by majority vote of the Board of Directors, a “Change of Control”
shall not be deemed to have occurred for the purposes of paragraphs (a), (b),
and (d) solely because the Company, an entity in which the Company directly or
indirectly beneficially owns 50% or more of the outstanding voting shares (a
“Subsidiary”), or any Company sponsored employee stock ownership plan or any
other employee benefit plan of the Company or any Subsidiary either files or
becomes obligated to file a report or a proxy statement under National
Instruments NI 51-102 (Continuous Disclosure), NI 62-103 (Early Warning) or NI
81-102 (Mutual Funds) (or any successor schedule, form or report or item
therein) under the OSA, or in any other fashion authorized by a regulatory
authority having due jurisdiction, disclosing beneficial ownership by it of
voting shares of the Company, whether in excess of forty percent (40%) or
otherwise, or because the Company reports that a change in control of the
Company has occurred or will occur in the future by reason of such beneficial
ownership; nor if the Company is a party to any amalgamation, merger or similar
transaction involving only the Company and its Subsidiaries and which does not
result in any change of beneficial ownership of any shares of the Company or of
the shares received by former shareholders of the Company in any new entity
resulting from that transaction. For greater certainty, the Spin-out shall not
be considered a Change of Control pursuant to Section 7 of this Agreement.

  8. INDEMNIFICATION

The Company and the Executive agree to execute the attached
Indemnity Agreement.

  9. PERSONAL NATURE

The obligations and rights of the Executive under this
Agreement are personal in nature, based upon the singular skill, qualifications
and experience of the Executive.

  10. RIGHT TO USE EXECUTIVE’S NAME AND
LIKENESS

During the term of this Agreement, the Executive hereby grants
to the Company the right to use the Executive’s name, likeness and/or biography
in connection with the services performed by the Executive under this Agreement
and in connection with the advertising or exploitation of any project with
respect to which the Executive performs services for the Company.

  11. LEGAL ADVICE

The Executive hereby represents, warrants and acknowledges to
the Company that he has had the opportunity to receive independent legal advice
prior to the execution and delivery of this Agreement.




-16-

  12. WAIVER

No consent or waiver, express or implied, by any party to this
Agreement of any breach or default by any other party in the performance of its
obligations under this Agreement or of any of the terms, covenants or conditions
of this Agreement shall be deemed or construed to be a consent or waiver of any
subsequent or continuing breach or default in such party’s performance or in the
terms, covenants and conditions of this Agreement. The failure of any party to
this Agreement to assert any claim in a timely fashion for any of its rights or
remedies under this Agreement shall not be construed as a waiver of any such
claim and shall not serve to modify, alter or restrict any such party’s right to
assert such claim at any time thereafter.

  13. NOTICES

13.1 Delivery of Notice

Any notice relating to this Agreement
or required or permitted to be given in accordance with this Agreement shall be
in writing and shall be personally delivered or mailed by registered mail,
postage prepaid to the address of the parties set out on the first page of this
Agreement. Any notice shall be deemed to have been received if delivered, when
delivered, and if mailed, on the fifth day (excluding Saturdays, Sundays and
holidays) after the mailing thereof. If normal mail service is interrupted by
strike, slowdown, force majeure or other cause, a notice sent by registered mail
will not be deemed to be received until actually received and the party sending
the notice shall utilize any other services which have not been so interrupted
or shall deliver such notice in order to ensure prompt receipt thereof.

13.2 Change of Address

Each party to this Agreement may change
its address for the purpose of this Section 13 by giving written notice of such
change in the manner provided for in Section 13.1.

  14. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance
with the laws of the province of British Columbia and the federal laws of Canada
applicable therein, which shall be deemed to be the proper law hereof. The
parties hereto hereby submit to the jurisdiction of the courts of British
Columbia. All obligations of the parties under this Agreement are subject to
receipt of all necessary approvals of the applicable securities regulatory
authorities.

  15. SEVERABILITY

If any provision of this Agreement for any reason be declared
invalid, such declaration shall not affect the validity of any remaining portion
of the Agreement, which remaining portion shall remain in full force and effect
as if this Agreement had been executed with the invalid portion thereof
eliminated, and it is hereby declared the intention of the parties that they
would have executed the remaining portions of this Agreement without
including therein any such part, parts or portion which may, for any reason, be
hereafter declared invalid.




-17-

  16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the
parties hereto and there are no representations or warranties, express or
implied, statutory or otherwise other than set forth in this Agreement and there
are no agreements collateral hereto other than as are expressly set forth or
referred to herein. This Agreement cannot be amended or supplemented except by a
written agreement executed by all parties hereto.

  17. NON-ASSIGNABILITY

This Agreement shall not be assigned by any party to this
Agreement without the prior written consent of the other parties to this
Agreement.

  18. BURDEN AND BENEFIT

This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.

  19. INTERPRETATION

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

	 	(a) 	
      all references in this Agreement to "Articles",
      "Sections" and other subdivisions or Schedules are to the designated
      articles, sections or other subdivisions or Schedules of or attached to
      this Agreement;

	 	 	 
	 	(b) 	
      the words "herein", "hereof" and "hereunder" and other
      words of similar import refer to this Agreement as a whole and not to any
      particular section or other subdivision;

	 	 	 
	 	(c) 	
      the headings are for convenience only and do not form
      part of this Agreement and are not intended to interpret, define or limit
      the scope, extent or intent of this Agreement;

	 	 	 
	 	(d) 	
      the singular of any term includes the plural, and vice
      versa, the use of any term is equally applicable to any gender and, where
      applicable, a body corporate, the word "or" is not exclusive and the word
      "including" is not limiting (whether or not non-limiting language is used
      with reference thereto);

	 	 	 
	 	(e) 	
      the words "written" or "in writing" include printing,
      typewriting or any electronic means of communication capable of being
      visibly reproduced at the point of reception including telex, telegraph,
      telecopy, facsimile or e- mail;







-18-

	 	(f) 	
      any reference to a statute is a reference to the
      applicable statute and to any regulations made pursuant thereto and
      includes all amendments made thereto and in force from time to time and
      any statute or regulation that has the effect of supplementing or
      superseding such statute or regulation;

	 	 	 
	 	(g) 	
      a "day" shall refer to a calendar day and in calculating
      all time periods the first day of a period is not included and the last
      day is included and references to a "business day" shall refer to days on
      which banks are ordinarily open for business in Vancouver, British
      Columbia, but if a period ends on a day on which the banks are not open
      for business in Vancouver, British Columbia, the period will be deemed to
      expire on the next calendar day on which banks are open for business in
      Vancouver, British Columbia; and

	 	 	 
	 	(h) 	
      all references to "$" or "dollars" are references to the
      lawful currency of the Canada.



  20. TIME

Time is of the essence of this Agreement.

  21. COUNTERPARTS

This Agreement may be executed in counterparts and such
counterparts together shall constitute one and the same instrument.




-19-

IN WITNESS WHEREOF the parties hereto have executed this
Agreement effective as of the 9th day of January, 2012.

NOVACOPPER INC.

Per: /s/ Thomas
Kaplan           
       
CHAIRMAN OF THE BOARD

/s/ Rick Van Nieuwenhuyse
RICK VAN
NIEUWENHUYSE




SCHEDULE A

NovaGold Resources Inc. 
Alexco Resource Corp. 
TinTina
Resources Inc. 
AsiaBaseMetals Inc. 
Mantra Resources Limited