Lithium Exploration Group, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






LITHIUM EXPLORATION GROUP, INC. 

	To: 	Alexander Walsh 
	  	3200 N. Hayden Road, Suite
      235 
	 	Scottsdale,
      Arizona 85251 
	  	  
	Re: 	Employment
      Agreement 


This Agreement contains the terms and conditions of your
employment with Lithium Exploration Group, Inc. You will be employed for a term
(the “Term”) of 24 months commencing on January 12, 2014 (the “Commencement
Date”) and ending on January 12, 2016, unless your employment is terminated or
the Term of this Agreement is extended in accordance with the provisions of this
Agreement. 

1.       
Definitions

In this Agreement: 

	 	(a) 	
      “Affiliate” means a company that is affiliated
      with the Company, and for the purposes of this Agreement, one company is
      affiliated with another company if one of them is a subsidiary of the
      other, or both are subsidiaries of the same company, or each of them is
      controlled by the same Person.

	 	 	 
	 	(b) 	
      “Agreement” means this agreement and schedules
      attached to this agreement, as amended or supplemented from time to
      time.

	 	 	 
	 	(c) 	
      “approved by the Company” or words of similar
      import means approved by an authorized representative of the Company other
      than you.

	 	 	 
	 	(d) 	
      “Board” means the board of directors of the
      Company

	 	 	 
	 	(e) 	
      “Business of the Company” means (i) the business
      of Lithium Exploration Group, Inc.; (ii) the provision of related
      consulting services; and (iii) any other material business carried on from
      time to time by the Company.

	 	 	 
	 	(f) 	
      “Cause” means:




	 	(i) 	
      any willful failure by you in the performance of any of
      your duties under this Agreement;

	 	 	 
	 	(ii) 	
      your conviction of a crime (indictable level or penalized
      by incarceration or a lesser crime involving moral turpitude), or any act
      involving money or other property involving the Company that would
      constitute a crime in the jurisdiction involved;

	 	 	 
	 	(iii) 	
      any act of fraud, misappropriation, dishonesty,
      embezzlement or similar conduct against the Company or customer of the
      Company;

	 	 	 
	 	(iv) 	
      the use of illegal drugs or the habitual and disabling
      use of alcohol or drugs;








	 	(v) 	
      any material breach of any of the terms of this Agreement
      which remains uncured after the expiration of one month following the
      delivery of written notice of such breach to you by the Company;

	 	 	 
	 	(vi) 	
      any act which is materially injurious to the Business of
      the Company; and

	 	 	 
	 	(vii) 	
      your failure to devote adequate time to the Business of
      the Company, or conduct by you amounting to insubordination or inattention
      to, or substandard performance of your duties and responsibilities under
      this Agreement, which remains uncured after the expiration of one month
      following the delivery of written notice of such failure or conduct to you
      by the Company.




	 	(g) 	
      “Company” means Lithium Exploration Group, Inc., a
      corporation incorporated under Chapter 27 of the Nevada Revised
      Statutes.

	 	 	 
	 	(h) 	
      “Confidential Information” means all confidential
      or proprietary facts, data, techniques, material and other information
      relating to the Business of the Company or the Company’s scientific
      interests which may before or after the Commencement Date be disclosed to
      you by the Company or which may otherwise come within your knowledge or
      which may be developed by you in the course of your employment with the
      Company or from any other Confidential Information. Confidential
      Information includes, without limiting the generality of the foregoing,
      trade secrets, know-how, concepts, techniques, processes, designs, cost
      data, software programs, formulas, developmental or experimental work,
      work in progress, information concerning business opportunities, including
      all ventures considered by the Company whether or not pursued, customer
      information, including customer names, addresses, markets and knowledge of
      the Company’s contracts with its customers and financial information,
      including costs, sales, income, profits, salaries and wages.

	 	 	 
	 	(i) 	
      “Intellectual Property Rights” means all rights in
      respect of intellectual property including without limitation, all patent,
      industrial design, integrated circuit topography, know-how, trade secret,
      privacy and trade-mark rights and copyright, to the extent those rights
      may subsist anywhere in the universe.

	 	 	 
	 	(j) 	
      “Person” means any individual, partnership,
      limited partnership, joint venture, syndicate, sole proprietorship,
      company or corporation with or without share capital, unincorporated
      association, trust, trustee, executor, administrator or other legal
      personal representative, regulatory body or agency, government or
      governmental agency or entity however designated or constituted.

	 	 	 
	 	(k) 	
      “Termination Date” means and will be deemed to
      have occurred:




	 	(i) 	
      in the case of your resignation under subsection 5(a)
      hereof, on the date that you provide written notice of your intention to
      the Company; and

	 	 	 
	 	(ii) 	
      in the case of your termination under subsections 5(b) or
      5(c) hereof, on the date that the Company delivers notice of termination
      of your employment to you.




	 	(l) 	
      “Works” means copyrightable works of authorship
      including, without limitation, any technical descriptions for products,
      user guides, illustrations, advertising materials, computer programs (including the
contents of read only memories) and any contribution to such materials. 



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2.       
Employment

The terms of your employment will be as follows: 

	 	(a) 	
      Position and Responsibilities: You will be
      employed with the Company in the position of President and CEO. You will
      perform or fulfill the duties and responsibilities customary to a
      President and CEO of a publicly traded lithium exploration company. You
      will also perform or fulfill the duties and responsibilities that the
      Board may prescribe from time to time or that are incidental to the
      position, subject to the constating documents of the Company and the
      Nevada Revised Statutes. You will provide the Board with such information
      regarding the affairs of the Company as it may require, and at all times
      you will conform to the reasonable instructions and directions of the
      Board.

	 	 	 
	 	(b) 	
      Scope of Duties: During your employment, you will
      devote the whole of your time, attention and abilities during normal
      business hours to the duties hereby granted and accepted and you will give
      the Company the full benefit of your knowledge, expertise, technical skill
      and ingenuity.

	 	 	 
	 	(c) 	
      Salary: You will receive an annual salary (the
      “Salary”) in the amount of US$120,000 payable monthly in cash, or if the
      Company does not have available cash, in shares of the Company’s common
      stock. Your Salary will be reviewed annually, and may be adjusted by the
      Company to reflect general economic conditions, changes to your duties and
      performance. Payment of your Salary will be subject to source deductions
      and other deductions required to be deducted and remitted under applicable
      state or federal laws or Company policy.

	 	 	 
	 	(d) 	
      Director: During the Term of this Agreement or any
      extension thereof, you will act as a director of the Company if so elected
      or appointed and subject to the constating documents of the Company and
      the Nevada Revised Statutes. Notwithstanding the foregoing, nothing in
      this Agreement binds you to act as a director of the Company. You may
      resign as a director of the Company, at your sole discretion, at any time
      and your duties and responsibilities under this Agreement will continue
      notwithstanding such resignation.

	 	 	 
	 	(e) 	
      Liability Insurance: The Company will purchase and
      maintain a policy of insurance for your benefit and for the benefit of
      your heirs and personal representatives against any liability incurred by
      you by reason of being or having been a director or officer of the
      Company, except where the liability relates to your failure to act
      honestly and in good faith with a view to the best interests of the
      Company.

	 	 	 
	 	(f) 	
      Travel Expenses: The Company will reimburse you
      for all reasonable traveling and other out-of-pocket expenses actually and
      properly incurred by you and approved by the Company in connection with
      your duties under this Agreement provide that you first furnish statements
      and vouchers for all such expenses to the Company.

	 	 	 
	 	(g) 	
      Location: You will work on site at the Company’s
      offices, or at such other places as the Company may from time to time
      reasonably direct.



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	 	(h) 	
      Extension of Term: If the Company does not, on or
      before the date that is six months prior to the end of the Term of this
      Agreement or any extension thereof, provide you with written notice that
      the Company does not wish to extend the Term of this Agreement for an
      additional one year period, the Term of this Agreement will subject to
      your consent, be deemed to be extended for an additional one year period
      on the same terms and conditions as provided for under this
    Agreement.



3.        Assignment
of Interest in Inventions 

As consideration for your employment with the Company, you
covenant and agree as follows: 

	 	(a) 	
      Disclosure: You will make prompt and full
      disclosure to the Company of any work, know-how, biological material,
      research, discovery, invention, development, production, process or
      improvement relating to the Business of the Company produced, created,
      conceived, made, improved upon or participated in by you, solely or
      jointly, in the course of or relating to your employment with the Company
      (the “Inventions”). You will keep and maintain adequate and current
      written records of all Inventions and make such records available to the
      Company at all times. All records are and will remain the sole property of
      the Company.

	 	 	 
	 	(b) 	
      Assignment: The Company will hold all Intellectual
      Property Rights in respect of the Inventions for the exclusive benefit of
      the Company and you will not claim or apply for registration or challenge
      the Company’s registration of, any such Intellectual Property Rights. Your
      acceptance of the terms of this Agreement constitutes your absolute,
      unconditional and irrevocable assignment, transfer and conveyance of all
      past, present and future right, title, benefit and interest in and to all
      Intellectual Property Rights in respect of the Inventions. You hereby
      waive in favour of the Company all claims of any nature whatsoever that
      you now have or hereafter may have for infringement of any Intellectual
      Property Rights for the Inventions so assigned to the Company. To the
      extent that copyright may subsist in the Inventions, you hereby waive all
      past, present and future moral rights you may have.

	 	 	 
	 	(c) 	
      Intellectual Property Protection: The Inventions
      and all related Intellectual Property Rights will be the absolute and
      exclusive property of the Company. The Company may apply for patent,
      copyright or other intellectual property protection in the Company’s name
      or, where such procedure is proper, in your name, anywhere in the world.
      You will, at the Company’s request, execute all documents and do all such
      acts and things considered necessary by the Company to obtain, confirm or
      enforce any Intellectual Property Rights in respect of the Inventions. If
      the Company requires but is unable to secure your signature for any such
      purpose in a timely manner, you hereby appoint any duly authorized officer
      or agent of the Company (the “Attorney”) to be your attorney, to act for
      you and in your behalf and stead to execute and deliver any such documents
      and instruments and to do all other lawfully permitted acts, matters and
      things to carry out the intent of this provision, with the same legal
      force and effect as if executed or done by you.

	 	 	 
	 	(d) 	
      Copyrights in Works: Any works created by you in
      the course of your duties as an employee with the Company are subject to
      Section 13(3) of the Copyright Act (Canada) and to the “work for
      hire” provisions of sections 101 and 201 of the United States Copyright
      Law, Title 17 of the United States Code. All right, title and interest to
      copyrights in all Works that have been or will be prepared by you within
      the scope of your employment with the Company will
be the property of the Company. You acknowledge and agree that, to the extent
the provisions of the Copyright Act (Canada) or the copyright laws of the
United Stated\s do not vest in the Company the copyrights to any Works, you
hereby irrevocably assign to the Company all right, title and interest to
copyrights which you may have in any Works. You will disclose to the Company all
Works, will execute and deliver all applications, registrations and documents
relating to the copyrights in the Works and will provide assistance to secure
the Company’s title to the copyrights in the Works. The company will be
responsible for all expenses incurred in connection with the registration of all
copyrights. You hereby waive any moral rights which you may have under the Copyright Act (Canada) or similar legislation anywhere in the world or
otherwise with respect to the Works. 



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4.        Obligations
of Employment

You further covenant and agree as follows: 

	 	(a) 	
      Performance and Duty to the Company: Throughout
      your employment you will well and faithfully serve the Company and use all
      reasonable endeavours to promote the interests of the Company. You will
      act honestly, in good faith and in the best interests of the Company. You
      will adhere to all applicable policies of the Company.

	 	 	 	 
	 	(b) 	
      Business of the Company: You will not, during your
      employment with the Company, engage in any business, enterprise or
      activity that is contrary to or detracts from the due performance of the
      Business of the Company.

	 	 	 	 
	 	(c) 	
      Confidentiality: You will retain all Confidential
      Information developed, utilized or received by the Company in the
      strictest confidence and will not disclose or permit the disclosure of
      Confidential Information in any manner other than in the course of your
      employment with and for the benefit of the Company or as required by law
      or a regulatory authority having jurisdiction. You will not use
      Confidential Information for your own personal benefit or permit it to be
      used for the benefit of any Person other than the Company, either during
      your employment with the Company or thereafter. You will take all
      reasonable precautions to prevent any Person from having unauthorized
      access to Confidential Information or use of it. In particular, you will
      not copy, modify or part with any Confidential Information, in whole or in
      part, except with the written approval of the Company or as may be
      required to carry out your duties under this Agreement. All copies of
      Confidential Information, and all documents and electronic or other
      records which now or hereafter may contain Confidential Information, are
      and will remain the exclusive and absolute property of the Company. You
      agree that you will hold all confidential or proprietary information
      received by the Company from a third party to which the Company owes an
      obligation of Confidentiality in the strictest confidence and you will not
      use such information for the benefit of anyone other than the Company or
      the third party without the prior written consent of the
Company.

	 	 	 	 
	 	(d) 	
      Exceptions: Any obligations specified in
      subsection 4(c) will not apply to the following:

	 	 	 	 
	 		(i) 	
      any information that is presently in the public
      domain;

	 	 	 	 
	 		(ii) 	
      any information that subsequently becomes part of the
      public domain through no fault of yours;



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	 	(iii) 	
      any information obtained by you from a third party with a
      valid right to disclose it, provided that said third party is not under a
      confidentiality obligation to the Company and the Company is not under a
      confidentiality obligation to said third party; or

	 	 	 
	 	(iv) 	
      any information that was independently developed by you
      or was otherwise in your lawful possession prior to receipt from the
      Company, other than through prior disclosure by the Company, as evidenced
      by your business records.




	 	(e) 	
      Restrictions: You agree to comply with all of the
      restrictions set forth below at all times during your employment and for a
      period of one year after the Termination Date:

	 	 	 	 
	 		(i) 	
      you will not, either directly or indirectly, on your own
      behalf or on behalf of others, solicit, divert or hire away, or attempt to
      solicit, divert, or hire away, any independent contractor of or any person
      employed by the Company or persuade or attempt to persuade any such
      individual to terminate his or her contract or employment with the
      Company; and

	 	 	 	 
	 		(ii) 	
      you will not directly or indirectly impair or seek to
      impair any relationship that the Company has with its employees,
      customers, suppliers, agents or other parties with which the Company does
      business or has contractual relations.




	 	(f) 	
      No Person Benefit: You will not receive or accept
      for your own benefits, either directly or indirectly, any commission,
      rebate, discount, gratuity or profit from any Person having or proposing
      to have one or more business transactions with the Company, without the
      prior approval of the Board.

	 	 	 
	 	(g) 	
      Customer Contacts: During your employment you will
      communicate and channel to the Company all knowledge, business and
      customer contacts and any other information that could concern or be in
      any way beneficial to the Business of the Company. Any such information
      communicated to the Company as aforesaid will be and remain the property
      pf the Company notwithstanding the subsequent termination of your
      employment.

	 	 	 
	 	(h) 	
      Return of Company Property: Upon termination of
      your employment, you will promptly return to the Company all Company
      property including all written information, tapes, discs or memory devices
      and copies thereof, and any other material on any medium in your
      possession or control pertaining to the Business of the Company, without
      retaining any copies or records of any Confidential Information
      whatsoever. You will also return any keys, pass cards, identification
      cards or other property belonging to the Company.

	 	 	 
	 	(i) 	
      Reputation: At all times during your employment
      and thereafter, you will not directly or indirectly impair or seek to
      impair the reputation of the Company.

	 	 	 
	 	(j) 	
      Prior Employers: The Company is not employing you
      to obtain the confidential information or business opportunities of any
      prior employer and you are hereby requested and directed by the Company to
      comply with any obligations to any prior employer.



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5.       
Termination

	 	(a) 	
      Resignation: If for any reason you should wish to
      leave the Company prior to the expiry of the Term or any extension
      thereof, you will provide the Company with 30 days’ prior written notice
      of your intention.

	 	 	 
	 	(b) 	
      With Cause: The Company may terminate your
      employment at any time prior to the expiry of the Term or any extension
      thereof for Cause, immediately after delivery by the Company to you of a
      notice of termination of your employment for Cause, in which case you will
      not be entitled to receive any further amounts (except for amounts, if
      any, accrued under this Agreement up to the Termination Date and unpaid at
      the Termination Date), severance pay, notice, payment in lieu of notice or
      damages of any kind and you will have thereupon released all claims and
      entitlements thereto, without limitation.

	 	 	 
	 	(c) 	
      Without Cause: The Company may terminate your
      employment at any time prior to the expiry of the Term or any extension
      thereof without Cause immediately after delivery by the Company to you of
      a notice of termination of your employment without Cause. In the event
      your employment is terminated pursuant to this subsection (c), the Company
      will pay to you, on or before the 30th day following the
      Termination Date, 3 months’ Salary in lieu of notice of termination of
      employment (the “Severance Amount”).

	 	 	 
	 		
      You understand that you will be limited to the aforesaid
      Severance Amount and that upon providing you with such Severance Amount
      the Company will have satisfied all of its contractual and statutory
      obligations regarding notice of termination of employment. You will not be
      entitled to receive any further severance pay, notice, payment in lieu of
      notice or damages of any kind and you will not be entitled to receive any
      further amounts (except for amount, if any, accrued under this Agreement
      up to the Termination Date and unpaid at the Termination Date) and you
      will have thereupon released all claims and entitlements thereto. Payment
      of the Severance Amount will be subject to all source deductions and other
      deductions required to be deducted and remitted under applicable
      provincial, state or federal laws or Company
policy.



6.        Agreement
Voluntary and Equitable 

The parties agree that they each have carefully considered and
understand the terms of employment contained in this Agreement, that the terms
are mutually fair and equitable, and that they each have executed this Agreement
voluntarily and of their own free will. 

7.       
Irreparable Harm

You acknowledge and agree that any breach of section 3,
subsection 4(c), subsection 4(e), subsection 4(h) or subsection 4(i) of this
Agreement by you will cause irreparable harm to the Company and in addition to
all of the remedies available to the Company by law, the Company will be
entitled to equitable relief including without limitation, injunctive relief to
ensure your compliance with section 3 and subsections 4(c), 4(e), 4(h), and 4(i)
of this Agreement. 

8.       
Assignment and Enurement

You may not assign this Agreement, any part of this Agreement
or any of your rights under this Agreement without the prior written consent of
the Company. This Agreement enures to the benefit of and is binding upon you and the Company and your respective
heirs, executors, administrators, successors and permitted assigns. 

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9.      
 Severability 

If any provision or portion of this Agreement is determined to
be invalid or unenforceable for any reason, then that provision or portion will
be severed from this Agreement. The rest of this Agreement will remain in full
force and effect. 

10.      Entire
Agreement 

This Agreement contains the whole agreement between you and the
Company with respect to your employment with the Company, and there are no
representations, warranties, collateral terms or conditions, express or implied,
other than as set forth in this Agreement. This Agreement supersedes any written
or oral agreement or understanding between you and the Company. No change or
modification of this Agreement will be valid unless it is in written and
initialed by all parties. 

11.     
Notice 

Any notice required or permitted to be given hereunder must be
in written and will be sufficiently given or made if delivered or sent by
registered mail to the address of the parties set out on page 1 hereof. Any
notice so given will be deemed to have been given and to have been received on
the day of delivery if it is a business day and otherwise on the next succeeding
business day or, if mailed, on the third business day following the mailing
thereof (excluding each day during which there exists any interruption of postal
services due to strike, lockout or other cause). Addresses for notice may be
changed by given notice in accordance with this section. 

12.     
Non-waiver 

No failure or delay by you or the Company in exercising any
power or right under this Agreement will operate as a waiver of such power or
right. Any consent or waiver by you or by the Company to any breach or default
under this Agreement will be effective only in the specific instance and for the
specific purpose for which it was given. 

13.      Survival
of Terms 

The Provisions of sections 1, 3, 5 and 7 and of subsections
4(c), 4(e), 4(g), 4(h) and 4(i) of this Agreement will survive the termination
of your employment and this Agreement. 

14.      Further
Assistance 

The parties will execute and deliver any documents and perform
any acts necessary to carry out the intent of this Agreement. 

15.     
Time

Time is of the essence of this Agreement. 

16.      Governing
Laws

This Agreement will be governed by and construed in accordance
with the laws of the State of Nevada. Each party attorns to the exclusive
jurisdiction of courts of competent jurisdiction in the State of Nevada. 

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17.      Independent
Legal Advice 

You acknowledge that you have been given an opportunity to seek
independent legal advice with respect to the terms of this Agreement prior to
its execution and have been advised to do so by the Company and that you
understand the terms and rights and obligations under this Agreement. 

18.    
 Counterparts 

This Agreement may be executed in two or more counterparts,
each of which will be deemed to be an original and all of which will constitute
one Agreement. 

LITHIUM EXPLORATION GROUP, INC.


	 	By: 	/s/  Alexander Walsh 
	 	Name: 	Alexander Walsh 
	 	Title: 	President 


I acknowledge and accept the terms and conditions of my
employment with the Company as set out above. 

Dated this 12th day of January, 2014. 

 

 

/s/  Alexander Walsh            

  Alexander
Walsh 


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