Golden Queen Mining Co. Ltd. - Exhibit 10.2 - Filed by newsfilecorp.com






 

  Golden Queen Mining Co., Inc.

6411 Imperial Avenue, West Vancouver, BC V7W 2J5

Telephone: (604) 921-7570; Fax: (604) 921-9446 
e-mail:
mintoexpl@telus.net 

	April 28, 2013 
	PRIVATE AND CONFIDENTIAL 
	Laurence Morris 
	  
	Dear Laurence: 



	Re: 	Offer of Employment as Project
      & Construction Manager 
	  	Soledad Mountain Project, Mojave, California
  


On behalf of Golden Queen Mining Co., Inc. (the “Company”), I
am pleased to offer you a position as Project and Construction Manager for the
Soledad Mountain Project located in Mojave, California.

Please confirm your acceptance of the offer by signing below
where indicated, and returning the signed copy to Mr. Lutz Klingmann by email.
This letter describes the terms of the offer as follows: 

	Title: 	
      Project and Construction Manager. 

	 	
       

	Report: 	
      You will report directly to the President. 

	 	
       

	Start date: 	
      May 15, 2013, or as agreed. 

	 	
       

	Employer: 	
      Golden Queen Mining Co., Inc., a California company.
    

	 	
       

	Location: 	
      Soledad Mountain Project, Mojave, California. 

	 	
       

	Base Salary: 	
      Annual salary of USD$150,000 which will be paid monthly
      at the end of each calendar month. Salary to be reviewed at 18 months.
    

	 	
       

	Bonus: 	
      Up to 200% of the base salary as determined on review at
      12 months and 18 months, and at the discretion of the board of Golden
      Queen Mining Co. Ltd., the parent company. 

	 	
       

	Options: 	
      3000,000 vesting in 6, 12 and 18 months. Exercise price
      to be set at date of commencement of employment. Options will be subject
      to the current Stock Option Plan as may be amended or replaced.
  



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	Benefits: 	
      Given the early stage of development of the project, the
      Company does not currently have any medical, life, vision, dental and
      disability benefit plan. However the Company expects to implement such a
      plan as the project progresses. When implemented, your benefits will be on
      par with other senior management. 

	  	     
		
      The Company will however accept your current medical plan
      to provide continuity for you and your family if that is the preferred
      option. 

	  	     
	Relocation: 	
      The position requires relocation to Mojave or vicinity.
      The Company will refund up to USD$15,000 of expenses of relocating the
      employee and immediate family members to California upon submission of
      receipts. 

	  	     
	Site Residence: 	
      The Company will provide a single family dwelling located
      on Silver Queen Road proximate to the mine-site without charge, including
      utilities and internet. 

	  	     
	Vacation: 	
      Four weeks annually, provided that consecutive weeks must
      be discussed and agreed by the President based on work requirements.
    

	  	     
	Termination: 	
      On notice, and at-will, in accordance with California
      law. In the event your employment with the Company (or the parent) is
      terminated in connection with or within the six months following an
      acquisition of the Company or its parent company by another unrelated
      company, then you will be entitled to receive a one-time termination
      payment of 50% of your annual base salary, and options will vest
      immediately. 

	  	     
	Confidentiality: 	
      All information regarding this offer, your employment
      with the Company, the Company or its parent, and the Soledad Mountain
      Project shall be treated by you as confidential unless the information
      becomes public other than by breach of the foregoing. All information,
      processes, data, intellectual property, work product, inventions, reports
      and similar information obtained or developed by you in connection with
      the operations of the Company while you are employed with the Company will
      be the property of the Company. You agree to immediately return or provide
      all such property to us, including electronic data, programs and files, on
      termination and not to retain copies unless required by law or authorized
      in writing by the Company. 

	  	     
	Insider Trading: 	
      The parent of the Company is publicly traded in the U.S.
      and Canada and subject to securities laws in both jurisdictions. You agree
      to comply with those laws, and in particular to take precautions and steps
      necessary to prevent the accidental or intentional disclosure of material
      non-public information regarding the Company, its parent company, or the
      Soledad Mountain Project. We will provide you with the Company’s
      insider trading policy, and you agree to review and comply with the
policy. 



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	Conditions: 	
      Confirmation of eligibility to work in the United States,
      and any other documentation required by state or federal law. We will
      assist in obtaining these if required. 

	  	     
	Other: 	
      You will be asked to familiarize yourself with the
      Company’s Employee Manual, and the parent company’s Corporate Governance
      Manual, and agree to comply with those manuals, and in general to act
      honestly, diligently and in good faith in the interests of the Company and
      its parent. 



In addition to the above, we invite you to accept the title of
Chief Operating Officer of the parent company, which would be an interim title
pending which we would mutually review as the project progresses as to whether
the title should be permanent. Please advise me if accepted. 

Upon your acceptance of this offer of employment, you agree
that we may issue a press release announcing your involvement with the Company
and your background. We will provide you with a copy for your review and comment
prior to release. 

On behalf of Golden Queen Mining, we look forward to your
involvement in working with us to advance the Soledad Mountain Project. Should
you have any questions regarding the terms of this letter, or any other matters,
please do not hesitate to contact me. 

Yours truly,

/s/ H. Lutz Klingmann

H. Lutz Klingmann, President 
Golden Queen Mining Co. Ltd.

Golden Queen Mining Co., Inc.


 

The terms of this offer of employment have been read and
understood. By signing below I hereby accept this offer.

	Name: 	Laurence Morris 	 
	 	 	 
	Signed: 	/s/ Laurence Morris 	 
	 	 	 
	Date: 	April 29, 2013 	 


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