Golden Queen Mining Co. Ltd.: Exhibit 10.1 - Filed by newsfilecorp.com





EMPLOYMENT AGREEMENT 

This Employment Agreement is made effective this 1st
day of May, 2015. 

	BETWEEN: 
		GOLDEN QUEEN MINING CO. LTD., a
      corporation incorporated under the laws of British Columbia, Canada.

	 	  
	 	 (hereinafter referred to as the
      "Company") 
	 	  
	AND: 
		H. LUTZ KLINGMANN, an individual having
      an address at 264 Arbutus Reach, Gibsons, BC V0N 1V8. 
	 	  
	 	(hereinafter referred to as the
      "Executive") 


WHEREAS the Company wishes to employ the Executive and
the Executive wishes to be employed by the Company on the terms and conditions
of this employment agreement (this “Agreement”) as hereinafter
provided; 

AND WHEREAS this Agreement shall replace the management
consulting agreement (the “Management Agreement”) entered into between
the Company and the Executive dated March 11, 2004 as amended May 31, 2010. 

NOW THEREFORE in consideration of the mutual covenants
contained herein and for other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties hereby agree as follows: 

Article I 

TERM 

	1.1 	
      Commencement of Term: The employment of the
      Executive shall commence on May 1, 2015 (the “Effective
    Date”).



Article II 

TITLE AND DUTIES 

	2.1 	
      Title: The Company agrees to employ the Executive
      as the President and Chief Executive Officer of the Company, reporting to
      the board of the Company (the “Board”).

	 	 
	2.2 	
      Location: The location of the employment will be
      in Vancouver, British Columbia at the Company’s offices, provided that the
      Executive may work from a home office where appropriate in the course of
      providing the services hereunder provided that contact information for the
      home office has previously been made available to the Board and the Chief
      Financial Officer. The position of the Executive will require regular
      travel, including to the location of the Company’s mining interests and
      operations, meetings with financial market participants and investors, and
      other travel for the purposes of advancing the interests of the
      Company.

	 	 
	2.3 	
      Time Commitment: Throughout the term of the
      Executive’s employment with the Company, the Executive
  shall:




	 	(a) 	
      devote his full working time and attention to the
      business affairs of the Company,

	 	 	 
	 	(b) 	
      not engage in any business, enterprise or activity that
      detracts from the due performance of the services the Executive provides
      or from the reputation of the Company, and



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	 	(c) 	
      refer and disclose to the Board all matters and
      transactions in which a potential conflict of interest between the
      Executive and the Company may arise and will not proceed with such matters
      or transactions until the Company’s express written approval thereof is
      obtained.




	2.4 	
      Fiduciary Duties: The Executive shall serve the
      Company faithfully and shall use his best efforts to promote its interests
      and welfare. The Executive accepts that he is a fiduciary and will honor
      all of his fiduciary duties to the Company both during his employment and
      after ceasing to be an employee.

	 	 
	2.5 	
      Corporate Policies: The Executive further
      acknowledges that he is bound to abide by all policies and procedures
      established by the Company, from time to time, including any code of
      business conduct, insider trading policy, and other policies and
      procedures adopted by the Company (including any future revisions of such
      policies and procedures), and the Executive shall inform himself as to
      such policies and procedures. In carrying out his duties and
      responsibilities as an Executive of the Company, the Executive shall take
      direction as may from time to time be given by the
Board.



Article III 

REMUNERATION 

	3.1 	
      Compensation:




	 	(a) 	
      The Company shall pay to the Executive and the Executive
      shall accept as compensation for all his services and duties hereunder in
      the first twelve months of employment, an annual base salary of C$219,000.
      Subsequent salary reviews shall be conducted by the Company’s compensation
      committee in accordance with Company policy, and will depend on the
      Executive’s performance, industry rates, fiscal performance of the Company
      and other factors to be determined by such committee in accordance with
      Company policy.

	 	 	 
	 	(b) 	
      The Executive’s salary shall be payable in monthly
      installments in arrears by cheque or by direct deposit, and payments will
      be net of required source deductions applicable in British
  Columbia.




	3.2 	
      Salary Bonus: The Executive will be entitled to an
      annual salary bonus, provided that the determination to pay a bonus and
      the amount of such bonus shall be at the discretion of the Board and based
      on the recommendation of the compensation committee of the
Board.

	 	 
	3.3 	
      Share Bonus: The Executive is entitled to a share
      bonus of 150,000 common shares of the Company (the “Bonus Shares”)
      upon the commencement of commercial production on the Soledad Mountain
      mining project.

	 	 
		
      In the event the Company conducts or participates in a
      transaction, reorganization, or capital change (each a
      “Transaction”) affecting the shareholders of the Company or the
      common shares of the Company, the Executive shall instead be entitled to
      receive any securities or consideration resulting from such Transaction as
      if the Executive were the holder of record of the Bonus Shares on the
      record date and/or the closing date of such Transaction provided that such
      securities or consideration shall be issued or paid to the Executive only
      if the Executive would otherwise be entitled to receive Bonus Shares
      pursuant to this Section 3.3.

	 	 
		
      In the event of a Change of Control transaction where the
      holders of the common shares of the Company are entitled to receive any
      securities or other consideration pursuant to such Change of Control
      transaction and the Executive will be entitled to receive such securities
      or other consideration in lieu of the Bonus Shares as if the Executive
      were the holder of record of the Bonus Shares on the record date and/or
      the closing date of such Change of Control
transaction.



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The Company agrees to include in any
agreement entered into by the Company in connection with a Change of Control
transaction or a Transaction a provision requiring any third party to comply
with this Agreement, including the adjustment provisions herein.

This Section 3.3 shall apply to
successive Transactions. The obligation to issue the Bonus Shares, and any
securities or consideration in lieu thereof due to one or more Transactions,
pursuant to this section shall survive the termination of this Agreement for a
period of twelve (12) months from the termination date if the Bonus Shares would
have been payable in those twelve (12) months other than for the fact this
Agreement was terminated.

	3.4 	
      Benefits:




	 	(a) 	
      The Company will provide extended health, vision and
      dental benefits to the Executive, on par with other senior
    management.

	 	 	 
	 	(b) 	
      The Company, during the term of this Agreement, will on
      request of the Executive provide a smart phone, desktop computer and a
      laptop computer to the Executive, which for certainty, if so provided by
      the Company shall be the property of the Company and returned to the
      Company immediately upon termination of employment under this
      Agreement.

	 	 	 
	 	(c) 	
      The Company, during the term of this Agreement, will on
      request of the Executive, provide an office in Gibsons, B.C. with all
      services such as phone and the internet.




	3.5 	
      Expenses: The Company shall reimburse the
      Executive for reasonable out-of-pocket expenses actually and properly
      incurred by the Executive in connection with his duties, and for which
      evidence of payment is presented to the Company, in accordance with the
      Company's expense policy (if any), which may be amended from time to time
      without notice.

	 	 
	3.6 	
      Vacation: The Executive is entitled to four (4)
      weeks annual vacation including four (4) weeks of vacation in the first
      year from the Effective Date. The Executive will however not schedule
      vacations in a manner that would reasonably be expected to conflict with
      the Company’s ability to meet financial reporting requirements. The
      Executive may accrue vacation days in accordance with the Company's
      vacation policy if any is implemented, or by agreement with the Company
      otherwise.

	 	 
	3.7 	
      Stock Options: The Company will grant the
      Executive stock options to purchase common shares of the Company as may be
      determined by the Board or a compensation committee of the Board in
      accordance with Company remuneration policies and commensurate with other
      senior officers of the Company. Stock options will be subject to the terms
      of the Company’s stock option plan.



Article IV 

TERMINATION 

	4.1 	
      Termination by Executive: The Executive may, by
      providing four (4) weeks’ notice in writing to the Company, terminate his
      employment and this Agreement. Upon receipt of such notice, the Company,
      in its sole discretion, may, by notice in writing, specify an earlier
      termination date. All other entitlements, including coverage under the
      Company’s benefit plan, if any, shall cease as of the termination
    date.

	 	 
	4.2 	
      Termination by Company With Cause: Notwithstanding
      anything contained in this Agreement, this Agreement and the employment of
      the Executive may be terminated for cause without notice of termination or
      payment in lieu of notice. Without limiting the generality of the
      foregoing, any breach by the Executive of the covenants contained in
      Article V below, shall be deemed to be grounds for termination for cause.
      In such case, the Company shall have no further obligation to the
      Executive except for payment of all amounts due and owing up to the date
      of termination. Termination in this paragraph means cessation of
      employment without regard to any common law notice
  period.



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	4.3 	
      Termination by Company Without Cause: The Company
      may, at any time in its complete discretion, terminate the Executive’s
      employment without cause and without notice as
follows:




	 	(a) 	
      upon payment of 12 months base salary to the
      Executive.

	 	 	 
	 	(b) 	
      In the event the Executive is a member of the Company’s
      benefit plan at the time of the termination of his employment without
      cause, to the extent permitted by the Company’s benefit carrier(s), the
      Executive will be entitled to benefit continuance during the statutory
      notice period as defined by the Employment Standards Act, or
      compensation in lieu of the benefit continuance equal to the premium paid
      by the Company for these benefits for the statutory notice period. The
      Executive acknowledges and agrees that he shall have no further
      entitlements in the event of a without cause termination other than those
      set out in the Employment Standards Act, as amended from time to
      time.




	4.4 	
      Termination by the Company Without Cause or
      Resignation Following a Change in Control: For the purpose of this
      Agreement, “Change in Control” shall include, but not be limited to the
      effective date of any of the following:




	 	(a) 	
      the purchase or acquisition of shares of the Company
      and/or securities (the “Convertible Securities”) convertible into
      shares of the Company or carrying rights to acquire shares of the Company,
      as a result of which a person, group of persons or persons acting jointly
      or in concert (which is expressly hereby agreed shall exclude any member
      or group comprising members of the Clay family, and/or any affiliated
      entity thereof (including corporate entities, trusts and tax plans
      established or controlled by any such member or group), that is currently
      named or that may in the future be named on a Schedule 13G filing with the
      SEC) (collectively the “Holder”) beneficially own or exercise
      control or direction over shares of the Company and/or Convertible
      Securities such that, assuming only the conversion of the Convertible
      Securities beneficially owned by the Holders, entitle them to cast more
      than fifty percent (50%) of the votes attaching to all of the shares of
      the Company which may be cast to elect directors; or

	 	 	 
	 	(b) 	
      an amalgamation, arrangement, merger or other combination
      of the Company with another company pursuant to which the shareholders of
      the Company will not immediately thereafter, own shares of the successor
      or continuing company entitling them to cast more than fifty percent (50%)
      of the votes attaching to all of the shares in the capital of the
      successor or continuing company which may be cast to elect directors of
      that company; or

	 	 	 
	 	(c) 	
      a sale of all or substantially all of the Company’s
      assets to an entity not controlled by the
Company.




	4.5 	
      Change of Control: In the event that the
      employment of the Executive with the Company is terminated by the Company
      or its successor without cause, or is terminated by the Executive for good
      reason, in either case within six (6) months following a Change of
      Control, the Executive will be entitled to receive a lump-sum severance
      payment equal to twenty-four (24) months base salary and two (2) times his
      annual bonus.

	 	 
		
      For the purposes of the foregoing, a termination by the
      Executive will be “for good reason” where the Executive is required to
      accept as a condition to continued employment with the Company (or its
      successor) without the written consent or agreement of the Executive, any
      of the following within six (6) months following a Change of
    Control:




	 	(a) 	
      a decrease in base salary and bonus (to the extent a
      defined bonus has been established by the Company) that would result in a
      decline of at least 10% of the annual base salary and bonus from the
      preceding twelve month period.



Page 4 





	 	(b) 	
      a fundamental change in job description, including duties
      and responsibilities, or a fundamental change in title, unless mutually
      agreed to between the Company and the Executive.

	 	 	 
	 	(c) 	
      a location of employment outside of the Greater Vancouver
      area, or any other significant change to the conditions of employment that
      constitute “constructive dismissal” at common law that is not remedied by
      the Company (or its successor) within thirty (30) days of the Executive
      providing notice to the Company (or its successor) of the grounds for
      “constructive dismissal”.




	4.6 	
      Treatment of Stock Options upon Termination: If
      this Agreement is terminated by:




	 	(a) 	
      the Company for Cause, then any stock options the
      Executive holds will be cease as of the date of cessation of employment
      without regard to any common law notice period;

	 	 	 
	 	(b) 	
      the Company due to a Change in Control, then any stock
      options the Executive holds may be exercised for a period of twelve (12)
      months from the date of such termination; or

	 	 	 
	 	(c) 	
      either the Company or the Executive, for any reason other
      than termination by the Company for Cause or Change in Control, then any
      stock options the Executive holds and which have vested may be exercised
      for a period of ninety (90) days from the date of such termination or such
      other date as may be determined by the Board.



Termination in this part means
cessation of employment without regard to any common law notice period.

	4.7 	
      Fair and Reasonable: The parties confirm that the
      provisions contained in this Article are fair and reasonable, and the
      parties agree that upon termination of this Agreement pursuant to any of
      the provisions hereof, the Executive shall have no action, cause of
      action, claim or demand against the Company or any other person as a
      consequence of such termination, so long as the Company fulfills its
      obligations hereunder. In consideration of the terms of this Article, the
      Executive hereby waives any entitlement which a Court of competent
      jurisdiction might otherwise grant to the Executive in respect of the
      termination of his employment, and without limiting the generality of the
      foregoing, this waiver includes damages which might otherwise be awarded
      in respect of notice, aggravated damages, punitive damages, damages for
      mental distress, or for any other claim or damages of any kind whatsoever,
      arising out of or incidental to the employment relationship or the
      termination thereof. Without limiting the generality of the foregoing, in
      the event of termination of employment for any reason, the Executive will
      not be entitled to any moving or relocation costs.

	 	 
	4.8 	
      Return of Property: On the termination of the
      Executive’s engagement for any reason, the Executive will immediately
      return to the Company all property of the Company then in his possession,
      including, corporate records, files, data, correspondence and other
      information, whether in paper or electronic or both, relating to the
      Company and the Soledad project, and any office equipment including
      computer disks.



Article V 

COVENANTS OF THE EXECUTIVE 

	5.1 	
      Non-Solicitation: The Executive shall not during
      the term of this Agreement or for twelve (12) months thereafter, either
      directly or indirectly, enter into an agreement with, employ, recruit, or
      solicit the employment of, employees of the Company for the purpose of
      causing them to leave the employment of the Company or take employment
      with any business that is in competition in any manner whatsoever with the
      business of the Company.



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	5.2 	
      No Conflicting Obligations: The Executive
      represents and warrants that his employment with the Company does not
      constitute a breach of any other contractual arrangements between the
      Executive and any other party, nor is this employment in any way
      restricted by any such arrangements, written or oral. Further, the
      Executive covenants that throughout his employment, he will conduct
      himself in a manner that does not and will not breach any agreement or
      legal obligation to the Company or to his former employers or any other
      party. The Executive agrees to indemnify and hold the Company harmless in
      connection with such representation. Without limiting the generality of
      the foregoing, the Executive’s performance of this Agreement and as an
      Executive of the Company does not and will not breach any agreement to
      keep in confidence proprietary information, knowledge or data acquired by
      the Executive prior to his employment with the Company. The Executive will
      not disclose to the Company, or induce the Company to use, any
      confidential or proprietary information or material belonging to any
      previous employer or other person or entity.

	 	 
	5.3 	
      Non-Disclosure of Confidential Information: The
      Executive acknowledges that in the course of carrying out, performing and
      fulfilling his duties hereunder, and in his employment to date he will
      have or has had access to detailed confidential information and trade
      secrets concerning the present and contemplated mineral rights,
      explorations, projects, ventures, investments, business activities,
      finances of the Company, services and techniques evolved and used or to be
      evolved and used by the Company and information concerning the employees,
      investors and contractors of the Company, including their names, addresses
      and preferences, (“Confidential Information’), the disclosure of any of
      which detailed confidential information or trade secrets to competitors of
      the Company or to the general public would be highly detrimental to the
      interests of the Company.

	 	 
	5.4 	
      The Executive further acknowledges and agrees that the
      right to maintain confidential such detailed Confidential Information and
      trade secrets constitute a proprietary right, which the Company is
      entitled to protect. Accordingly, the Executive covenants and agrees with
      the Company that he will not either during the period of his Agreement
      with the Company or at any time thereafter, disclose any such detailed
      Confidential Information, trade secrets and other private affairs of the
      Company nor shall he use the same for any purpose other than those of the
      Company. The Executive acknowledges and agrees that the restrictions
      contained herein are reasonable in the circumstances in order to protect
      the business of the Company and hereby waives any and all defenses to the
      strict enforcement of them.

	 	 
	5.5 	
      Proprietary Rights: All files, records and
      books in whatever form relating in any manner whatsoever to the business
      of the Company, whether prepared by the Executive or otherwise coming into
      his possession, shall be the exclusive property of the Company. All such
      books and records shall be immediately returned by the Executive to the
      Company on termination of his Agreement.

	 	 
	5.6 	
      Assignment of Intellectual Property: The Executive
      further agrees that all works or products which the Executive develops,
      prepares or works on either individually or on a team during this
      Agreement or during employment that predated this Agreement (“Work
      Products”), belong exclusively to the Company. To the extent not
      previously transferred to the Company, the Executive hereby irrevocably
      and unconditionally assigns and transfers to the Company any and all
      right, title or interest he had, has or obtains in and/or to any and all
      data, interpretations, studies, processes of or relating to the present or
      proposed properties which the Company owns or in which the Company has an
      interest, including, without limitation, all technical reports, software
      and documentation related thereto. Further, the Executive hereby
      irrevocably and unconditionally assigns and transfers to the Company any
      and all right, title or interest he had, has or obtains in and/or to any
      inventions, discoveries, works of authorship, designs, programs,
      documentation and other property (including, without limitation, chemical
      formulas and processes, computer software and all source code and
      documentation related thereto) and all intellectual property rights
      therein (including copyright) relating to the past, present or proposed
      business of the Company, such that they are now the sole property of the
      Company, and that the Executive has no further right or claim thereto,
      whether preceding, during or following the term of the Executive’s
      contract with the Company. Further, the Executive hereby waives any moral
      rights or rights of a similar nature he may have in any of the foregoing.
      Nothing herein will restrict the Executive following termination of this
      Agreement from using technical information that is available in the public
      domain, or from using his expertise and experience in technical matters
      whether gained in the course of providing services to the Company or
      otherwise, in the provision of services outside the scope of this
      Agreement, provided the provisions of this Agreement relating to
      confidentiality, non-competition, and conflicting obligations are complied
      with by the Executive in the course of using such information and
      expertise.



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	5.7 	
      The Executive will do all acts necessary or required by
      the Company to give effect to assignments herein including, without
      limitation, the execution of any documentation required in order to
      confirm the Company’s rights in and to any of the foregoing and will
      assist the Company, at Company’s request and expense, with applications
      for trade-marks, copyrights, patent rights or other forms of intellectual
      property protection for Work Products on which the Executive works and/or
      to which the Executive contributed during his employment by Company. The
      Executive agrees that all Work Products made or contributed to by his in
      the course of his employment by the Company constitute “work made in the
      course of employment” within the meaning of the Copyright Act
      (Canada) and represents and warrants that all such Work Products, to
      the extent of Executive’s contribution, are original to his.

	 	 
	5.8 	
      The Executive will upon request of Company, both during
      this Agreement, after its termination, and at Company's expense, assist
      the Company in every way with applications for trade-marks, copyrights,
      mineral rights or other forms of intellectual property protection for Work
      Products on which the Executive was involved during the term of this
      Agreement. The Executive will sign all documents reasonably requested for
      the purpose of the Company establishing its right of ownership to such
      property without additional compensation to the
  Executive.



Article VI 

CUMULATIVE RIGHTS AND SURVIVAL 

	6.1 	
      Cumulative Rights: The various rights and remedies
      of the Company hereunder are cumulative and non-exclusive of one another.
      The use of or resort to any one such right or remedy shall not preclude or
      limit the exercise of any other right or remedy by the Company. The
      provisions of this Agreement shall not in any way limit or abridge the
      rights of the Company in the obligations of the Executive at common law or
      under statute, including but not limited to, the laws of unfair
      competition, copyright, trade secrets and trade-mark, all of which shall
      be in addition to the Company’s rights and the Executive’s obligations
      under this Agreement.

	 	 
	6.2 	
      Injunctive Relief: In the event of a breach or
      anticipated breach of any of the covenants contained in Article 5, it is
      understood that damages will not only be difficult to ascertain but also
      would probably be inadequate and thus, the Company shall be entitled to
      injunctive relief and/or a decree for specific performance, and such other
      relief as the Company may have (including monetary damages if
      appropriate).

	 	 
	6.3 	
      Survival: Notwithstanding the resignation or
      termination of the Executive’s employment and this Agreement, Articles 4
      through 6 shall survive such termination.



Article VII 

NOTICE PROVISIONS 

	7.1 	
      Address for Service: Except as otherwise expressly
      provided herein, all notice shall be deemed given if it is in writing and
      either delivered personally, sent by registered or certified mail, prepaid
      courier or facsimile, addressed as follows:



Page 7 




to the Company at: 

	GOLDEN QUEEN MINING CO. LTD. 
	Address: 	#2300 – 1066 West Hastings Street, Vancouver,
      BC, V6E 3X2 
	Attention: 	Andree St-Germain 
	Telephone: 	(778) 873-8190 
	Facsimile: 	N/A 
	Email: 	astgermain@goldenqueen.com 
	  	  
	to the Executive at: 
	  	  
	Address: 	264 Arbutus Reach, Gibsons, BC, V0N 1V8 
	Telephone: 	(604) 921-7570 
	Facsimile: 	(604) 921-9446 
	Email: 	lklingmann@goldenqueen.com



	7.2 	
      Change of Address: Any address referred to in this
      Article 7, may be changed by notice given in accordance with the
      provisions of this Article.

	 	 
	7.3 	
      Time of Notice: Any notice which is delivered
      personally shall be effective when delivered and any notice which is sent
      by telex, facsimile, or pre-paid courier shall be effective on the
      business day following the day of sending. For the purposes of this
      Article 7, a business day shall mean any day other than a Saturday, Sunday
      or statutory public holiday in the Province of British
  Columbia.



Article VIII 

GENERAL 

	8.1 	
      Entire Agreement: This Agreement, together with
      the stock option plan, constitutes the entire agreement between the
      parties pertaining to the employment of the Executive by the Company and
      cancels and supersedes all prior agreements, negotiations, discussions and
      understandings, written or oral, between the parties, including the
      Management Agreement. There are no representations, warranties,
      conditions, other agreements or acknowledgements, whether direct or
      collateral, express or implied, whether written or oral that form part of
      or affect this Agreement, or which induced any Party to enter into this
      Agreement or on which reliance is placed by any Party, except as
      specifically set forth in this Agreement.

	 	 
	8.2 	
      Waiver: Executive and the Company hereby each
      waive any and all obligations and rights that may be required by or
      available to them by reason of the termination of the Management
      Agreement. For greater certainty, the Management Agreement is hereby
      terminated without recourse.

	 	 
	8.3 	
      Amendment: This Agreement may be amended or
      supplemented only by a written agreement signed by each party.

	 	 
	8.4 	
      Disclosure: The Company may disclose this
      Agreement or, any or all provisions of this Agreement, where required by
      law or pursuant to the rules and policies or other requirements of any
      stock exchange on which the Company is listed or proposes to
  list.

	 	 
	8.5 	
      Waiver of Breach: The Company's waiver of a breach
      by the Executive of any provision of this Agreement shall not operate or
      be construed as a waiver of any subsequent breach by the Executive. No
      waiver shall be valid unless in writing and signed by an authorized
      officer of the Company.

	 	 
	8.6 	
      Headings: The division of this Agreement into
      Articles, paragraphs and subparagraphs and the insertion of headings are
      for convenience of reference only and shall not affect the construction or
      interpretation of this Agreement. The headings in this Agreement are not
      intended to be full or precise descriptions of the text to which they
      refer and shall not be considered part of this Agreement. The terms “this
      Agreement”, “hereof”, “hereunder” and similar expressions refer to the
      Agreement and not to any particular paragraph or subparagraph or other
      portion hereof, and include any agreement or instrument supplemental or
      ancillary hereto. Unless something in the subject matter or context is
      inconsistent therewith, references herein to an Article, paragraph or a
      subparagraph are to the corresponding Article, paragraph or subparagraph
      of this Agreement.



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	8.7 	
      Governing Law: This Agreement shall be interpreted
      and governed only in accordance with the laws of the Province of British
      Columbia. It is understood and agreed that all provisions of this
      Agreement are subject to the requirements of the Employment Standards
      Act of British Columbia such that if the Employment Standards Act
      provides for a greater right or benefit than any provision of this
      Agreement, then the Executive will be paid his entitlement under the
      Employment Standards Act in lieu other entitlement under this
      Agreement.

	 	 
	8.8 	
      Arbitration: Any claims, disputes, controversies
      or differences which may arise out of or in connection with this Agreement
      shall be settled by arbitration in Vancouver, British Columbia, Canada,
      without recourse to the courts in accordance with the provisions of the
      Arbitrations Act of British Columbia. The decision of the arbitrator shall
      be final and binding upon the parties and there shall be no appeal
      therefrom.

	 	 
	8.9 	
      Successors and Assigns: The Executive acknowledges
      that his services are unique and personal. The Executive may not assign
      his rights, or delegate his duties or obligations under this Agreement.
      The Executive’s rights and obligations under this Agreement shall enure to
      the benefit of and shall be binding upon the Executive, his heirs,
      successors and assigns. However, nothing herein shall otherwise affect the
      right of the Company to transfer the Executive from one subsidiary or
      affiliate of the Company to another and such change shall not be
      considered a material change in circumstance which would invalidate the
      provisions of this Agreement which, in any event, shall survive such
      transfer. Furthermore, the Company may assign this Agreement to any entity
      to which the Company sells or transfers assets.

	 	 
	8.10 	
      Severability: In the event that any provision or
      any part of any provision hereof, is deemed to be illegal, invalid or
      unenforceable by reason of the operation of any law or by reason of the
      interpretation placed thereon by a court of competent jurisdiction, this
      Agreement shall be construed as not containing such provision or part of
      such provision and the invalidity of such provision or such part shall not
      affect the validity of any other provision or the remainder of such
      provision hereof. All other provisions hereof which are otherwise lawful
      and valid shall remain in full force and effect.

	 	 
	8.11 	
      Counterparts: This Agreement may be executed in
      two or more counterparts, each of which shall be deemed an original but
      all of which together shall constitute one and the same
  instrument.

	 	 
	8.12 	
      Number and Gender: In this Agreement, words in the
      singular include the plural and vice-versa and words in one gender include
      all genders.

	 	 
	8.13 	
      Binding and Legal Effect: The provisions of this
      Agreement shall be binding upon and to the benefit of each of the parties
      and their respective successors and assigns. Each of the parties
      acknowledges that they have had full opportunity to seek independent legal
      advice in respect of the contents of this Agreement and that they sign
      this Agreement freely, voluntarily and without duress after having been
      offered such opportunity.



IN WITNESS WHEREOF, the parties have caused this
Confidentiality Agreement to be executed by their duly authorized officers as of
the date first written above. 

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GOLDEN QUEEN MINING CO. LTD. 

	By: 	 	  
	 	 	 
	/s/ Andree
      St-Germain	 	/s/ H. Lutz
      Klingmann
	Andree St-Germain 	 	H. Lutz Klingmann 


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