exh4_1.htm

EXECUTIVE COMPENSATION CONTRACT (the "Agreement") dated effective as of

January 29,2013 (the "Effective Date")

BETWEEN:

ALMADEN MINERALS LTD., a British Columbia company

hereinafter the "Cornoration"

AND:

HAWK MOUNTAIN RESOURCES LTD., a British Columbia

company

hereinafter the "Management Company"

WHEREAS the Corporation is a mineral exploration and development company;

AND WHEREAS the Management Company has provided the services of Duane Poliquin

(the "Executive") who has acted, and the Management Company has agreed, on the terms

set forth in this Agreement, to continue to provide the services of the Executive to continue

to act, as the Executive Chairman of the Corporation;

AND WHEREAS the Corporation recognizes the valuable services that the Executive has

provided and continues to provide to it and its subsidiaries and believes that it is

reasonable and fair to the Corporation that the Executive receive fair treatment in the

event of a Change of Control (as hereinafter defined) and the directors of the Corporation

have determined that it is in the best interests of the Corporation to induce the

Management Company to provide the Executive's services, and to continue providing the

Executive's services, to the Corporation and its subsidiaries by indicating that in the event

of a Change of Control the Management Company would have certain guaranteed rights

with regard to the providing of the services of the Executive.

NOW THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:

1. Term

The term of this Agreement (the "Term") shall be for 2 years commencing the

Effective Date. The Term of this Agreement shall expire at the end of the day

which is the last day of the Term unless earlier terminated in accordance with the

provisions of this Agreement.

2. Renewal

The Term of this Agreement shall be extended for two additional successive terms

of 24 months each (each 24 month period being referred to as an "Extended

Term"), unless written notice to terminate this Agreement is given by either party 90

days prior to the expiration of the Term or an Extended Term or unless earlier

terminated in accordance with the provisions of this Agreement.

3. Benefits

(a) Annual Management Fee

The Management Company shall be entitled to receive from the

Corporation remuneration in an amount of $240,000 per annum ("Base

Fee"), exclusive of any bonuses, benefits or other compensation which may

be payable to the Management Company or the Executive. Payment shall

be made in monthly or such other increments as may be agreed upon

between the parties. The Base Fee shall be subject to annual review and

increase but not reduction and shall be increased as may be agreed upon

between the Management Company and the Corporation. The annual

reviews shall be conducted in the month preceding each anniversary of the

commencement of the Term or an Extended Term.

(b) Other Benefits:

(i) Indemnity including defraying of Expenses in any Proceedings which

the Executive or any heirs or other personal representatives of the

Executive may be joined by reason of being or having been an

officer or director of the Corporation or of an affiliate of the

Corporation. "Proceedings" shall include any legal proceeding or

investigative action or proceeding whether current, threatened,

pending or completed. "Indemnity" shall include indemnity for any

judgement, penalty or fine awarded or imposed in, and amount paid

in settlement of, a Proceeding. "Expenses" shall include costs,

charges and expenses, including legal and other fees;

(ii) participation by the Executive in any health or other benefit plans

that the Corporation now or hereafter may acquire and maintain that

is comparable to those provided by the Corporation to other senior

executives of the Corporation and the right to participate in any

share option plan, compensation, share purchase plan, retirement or

other similar plan offered by the Corporation from time to time to its

senior executives and to the extent authorized by the board of

directors of the Corporation; and

(iii) reimbursement for all expenses reasonably incurred by the

Management Company or the Executive, including entertainment,

travel and other expenses incidental to the performance by the

Executive of duties pursuant to the provisions of this Agreement

subject always to the Executive or Management Company providing

to the Corporation documentation authenticating such expenses as

may from time to time be reasonably required by the Corporation.

4.Responsibilities and Duties

The Management Company shall provide the services of the Executive, on a non-

exclusive basis, who shall serve the Corporation and any subsidiaries of the

Corporation in such capacity or capacities and shall perform such duties and

exercise such powers pertaining to the management and operations of the

Corporation and any of its subsidiaries as may from time to time be determined by

the board of directors of the Corporation (the "Board of Directors") consistent with

the office of the Executive. Without limiting the generality of the foregoing, the

Executive shall hold the oftice of Executive Chairman of the Board.

The Management Company shall cause the Executive to:

(a) devote reasonable time, attention and best efforts during normal

business hours to the business and affairs of the Corporation; and

(b) perform those duties that may reasonably be assigned to the Executive

diligently, faithfully and to the best of the Executive's abilities and in the

best interests of the Corporation; without limiting the generality of the

foregoing, the Management Company shall cause the Executive to

assume the responsibilities and duties as described in Schedule "A".

5. Provision of Services

The Management Company shall provide the Executive's services to the

Corporation for not less than an aggregate fortv-six (46) weeks for each twelve

month period during the Term or an Extended Term; provided that, if more than

fortv-six (46) weeks of the Executive's services are provided to the Corporation

during such a twelve month period, any portion of such excess can, at the option of

the Management Company, be utilized in partial satisfaction of this requirement in

a subsequent twelve month period.

6. Confidentiality

As a condition of this Agreement, all information acquired by the Management

Company or the Executive relating to or connected with the business or corporate

affairs of the Corporation shall be kept in strict confidence and shall not be

disclosed to anyone other than the Board of Directors, other executive officers of

the Corporation or the Corporation's professional advisors (but only on a "need to

know" basis), unless required pursuant to the securities legislation governing the

Corporation or otherwise by law.

7. Termination

This Agreement will terminate or may be terminated for any one of the following

reasons:

(a) voluntary, upon at least three (3) months prior written notice of termination

by the Management Company to the Corporation; or

(b) without Cause, as hereinafter defined in Section 9, upon at least three (3)

months prior written notice of termination by the Corporation to the

Management Company; or

(d) upon the death or disability of the Executive, as hereinafter defined in

Section 10; or

(e) upon retirement by the Executive.

8. Termination by the Management Company Voluntarily or b y the Corporation

for Cause

If the Management Company shall voluntarily terminate the provision of the

sewices of the Executive under this Agreement or if the engagement of the

Management Company hereunder is terminated by the Corporation for Cause, then

all compensation and benefits as theretofore provided shall terminate immediately

upon the effective date of termination and no special termination compensation will

be paid.

Cause to terminate the Management Company's engagement hereunder shall

mean:

(a) the repeated and demonstrated failure by the Executive or the Management

Company to perform the Executive or the Management Company's material

duties under this Agreement, after demand for substantial performance is

delivered by the Corporation to the Management Company and the

Executive that specifically identifies the manner in which the Corporation

believes the Executive or the Management Company has not substantially

performed the Executive or the Management Company's duties under this

Agreement; or

(b) the willful engagement by the Executive or the Management Company in

misconduct which is materially injurious to the Corporation, monetarily or

otherwise; or

the provisions of this Agreement; or

(d) the Executive or the Management Company is convicted of a criminal

offence involvingfraud or dishonesty.

9. Termination by the Corporation Without Cause

If the Corporation shall terminate the Management Company's engagement under

this Agreement for any reason except for Cause (as defined in paragraph 8) then,

upon the effective date of termination, the Corporation shall pay the Management

Company in one lump sum an amount equal to two (2) times the Management

Company's then current Base Fee. All the benefits theretofore provided to the

Executive or the Management Company shall be continued as if the Executive was

still an executive of the Corporation for a period of twelve (12) months from the

date of termination.

10. Termination b y Death or Disability

If the Executive dies or becomes disabled before the Management Company's

services are otherwise terminated, the Corporation shall pay the Management

Company, an amount of compensation equal to six (6) months of the Management

Company's then current Base Fee and all the benefits theretofore provided to the

Executive or the Management Company shall be continued, for a period of six (6)

months from the date of Death or Disability as if the Executive were still an

executive officer of the Corporation. If such termination is due to the Executive's

Death, payment shall be made in one lump sum to the Management Company. If

such termination is due to the Executive's Disability, payment shall be made in one

lump sum to the Management Company within sixty (60) days of the Executive's

Disability. The compensation provided under this paragraph shall be in addition to

that payable from any insurance coverage providing compensation upon Death or

Disability.

11. Termination Following Change in Control

(a) For purposes of this Agreement, a Change in Control shall be deemed to

have occurred if:

(i) any person or any person and such person's associates or affiliates,

as such terms are defined in the Securities Act (British Columbia) (the

"Act"), makes a tender, take-over or exchange offer, circulates a proxy

to shareholders or takes other steps to effect a takeover of the control

of the Corporation, whether by way of a reverse take-over, formal bid,

causing the election or appointment of a majority of directors of the

Corporation or otherwise in any manner whatsoever; or

(ii) during any period of eighteen (18) consecutive months (not including

any period prior to the Effective Date), individuals who at the

beginning of such period constituted the Board of Directors and any

new directors, whose appointment by the Board of Directors or

nomination for election by the Corporation's shareholders was

approved by a vote of at least three quarters (3/4) of the Board of

Directors then still in office who either were directors at the beginning

of the period or whose appointment or nomination for election was

previously so approved, cease for any reason to constitute a majority

of the Board of Directors; or

(iii) the acquisition by any person or by any person and such person's

affiliates or associates, as such t e n s are defined in the Act, and

whether directly or indirectly, of common shares of the Corporation at

the time held by such person and such person's affiliates and

associates, totals for the first time, twenty percent (20%) or more of

the outstanding common shares of the Corporation.

(b) Notwithstanding any other provisions in this Agreement regarding

termination, if any of the events described above constituting a Change in

Control shall have occurred during the Term or an Extended Term, upon the

termination of the Management Company's services (unless such

termination is because of the Executive's Death or Disability, by the

Corporation for Cause or by the Management Company other than for

"Good Reason", as defined below) the Management Company shall be

entitled to and will receive no later than the fifteenth (15th)day following the

date of termination a lump sum payment equal to three (3) times the

Management Company's then current Base Fee. In addition, all benefits

then applicable to the Executive or the Management Company shall be

continuedfor a period of eighteen (18) months after the date of termination.

Management Company's express written consent, any of the following:

(i) the assignment to the Executive of any duties inconsistent with the

status or authority of the Executive's office, or the Executive's removal

from such position, or a substantial alteration in the nature or status of

the Executive's authorities or responsibilities from those in effect

immediately prior to the Change in Control;

(ii) a reduction by the Corporation of the Management Company's Base

Fee as in effect on the date hereof or as the same may have been

increasedfrom time to time, or a failure by the Corporationto increase

the Management Company's Base Fee as provided for herein or at a

rate commensurate with that of other key executives of the

Corporation;

(iii) the relocation of the office of the Corporation where the Executive is

employed at the time of the Change in Control (the "CIC Location") to

a location more than fifty (50) miles away from the CIC Location, or

the Corporation's requiring the Executive to be based more than fifty

(50) miles away from the CIC Location (except for requiring travel on

the Corporation's business to an extent substantially consistent with

the Executive's business travel obligations prior to the Change in

Control);

(iv) the failure by the Corporation to continue to provide the Executive or

the Management Company with benefits at least as favourable as

those enjoyed by the Executive or the Management Company prior to

the Change in Control, the taking of any action by the Corporation

which would directly or indirectly materially reduce any of such

benefits or deprive the Executive or the Management Company of any

material fringe benefit enjoyed by the Executive or the Management

Company at the time of the Change in Control, or the increase by the

Corporation of the number of weeks of the Executive's services

required to be provided to the Corporation by the Management

Company; or

(v) the failure of the Corporation to obtain a satisfactory agreement from

any successor to assume and agree to perform this Agreement or, if

the business of the Corporation for which the Executive's services are

principally performed is sold within two (2) years after a Change in

Control, the purchaser of such business shall fail to agree to provide

the Management Company with the same or a comparable position,

duties, remuneration and benefits for the Executive and the

Management Company as provided immediately prior to the Change

in Control.

Following a Change in Control during the Term, or an Extended Term, the

Management Company shall be entitled to stop providing the Executive's services

for Good Reason.

(d) In the event the Management Company is entitled to a termination payment

under this Agreement, then in addition to such termination payment, the

Management Company shall be entitled to employment search assistance

to secure other comparable employment for the Executive for a period not

to exceed one (1) year or until such comparable employment is found,

whichever is the sooner, with fees for such assistance to be paid by the

Corporation.

The Management Company's right to receive the aforementioned payment and

benefits is expressly contingent upon the signing of a waiver and release

satisfactory to the Corporation which releases the Corporation and its affiliates

from all claims and liabilities arising out of the Management Company's provision

of the Executive's services and termination thereof and including confidentiality

provisions, which waiver and release is satisfactory to the Corporation with the

respect to form, substance and timeliness.

12. Notice

(a) Any notice, direction or other instrument required or permitted to be given

hereunder shall be in writing and shall be delivered either by personal

delivery or registered mail and addressed;

in the case of the Corporation,

Suite 750 - 1103 West Pender St.

Vancouver. B.C. V6C 2T8

and in the case of the Management Company,

1987 Acadia Road

Vancouver BC V6T1R4

(b) Any such notice, direction or other instrument will be deemed to have been

given and received, if personally delivered, on the day it was delivered, and

if by registered mail, on the third business day following the date of mailing,

except in the event of disruption of the postal service in which event notice

will be deemed to have been received only when actually received.

13. Governing Law

This Agreement shall be governed by the laws of the Province of British Columbia

and shall be binding upon the successors and assigns of the Corporation and the

Management Company. Should there be a disagreement or a dispute between the

parties hereto with respect to this Agreement or the interpretation thereof, the matter

or disagreement or dispute shall be attempted to be resolved by mediation failing

which, the same shall be referred to a single arbitrator pursuant to the Arbitration Act

of British Columbia, and the determination of such arbitrator shall be final and binding

upon the parties hereto.

14. Independent Legal Advice

The Management Company represents and warrants to the Corporation and

acknowledges and agrees on behalf of itself and on behalf of the Executive that the

Executive and the Management Company had the opportunity to seek and were

not prevented or discouraged by the Corporation from seeking independent legal

advice with respect to the contents herein and that the Executive and the

Management Company fully understand the terms and legal effect of this

Agreement.

15. Severability

If any one or more of the provisions contained herein should be invalid, illegal or

unenforceable in any respect in any jurisdiction, the validity, legality and

enforceability of such provision shall not in any way be affected or impaired thereby

in any other jurisdiction and the validity, legality and enforceability of the remaining

provisions contained herein shall not in any way be affected or impaired thereby.

16. Only Agreement

This Agreement shall constitute the only agreement between the parties governing

the engagement of the Management Company to provide the Executive's services

and shall supersede any and all prior agreements that may have existed between

the parties, or the parties and the Executive in respect of the subject matter hereof.

17. Successors

This Agreement is binding upon and enures to the benefit of the Corporation and

the Management Company and their respective successors. The Management

Company may not assign, pledge or encumber its interest in this Agreement or

assign any of the rights or duties of the Executive or the Management Company

hereunder without the prior written consent of the Corporation.

IN WITNESS WHEREOF the parties have executed this Agreement at Vancouver, British

Columbia as of the day and year first above written.

The terms of this Agreement, including, without limiting the generality of the foregoing,

sections 14 and 16 hereof, are hereby acknowledged.

SCHEDULE 'A'

Executive Chairman of the Board

Reports To:

The Board of Directors ("Board")of Almaden Minerals Ltd. (the "Corporation").

Function:

Provides, together with the President and CEO, overall leadership and vision in

developing, in concert with the Board, the strategic direction of the Corporation, and in

developing the tactics and business plans necessary to increase shareholder value.

Oversees the overall business to ensure strategic and business plans are effectively

implemented, the results are monitored and reported to the Board, and financial and

operational objectives are attained.

Authorities and Responsibilities:

General Functions:

1. Act as Chairman of all meetings of the Board (except meetings of the independent

members of the Board).

Assist the CEO in the review and implementation of all contracts and submissions.

3. Assist the CEO in the development and implementation of concepts developed by

the CEO.

4. Supervise the Corporation's computer system including the selection and

negotiation of equipment purchase or leasing of equipment, and the maintenance and

operation of the Corporation's filing and technical record keeping.

5. Assist the CEO in project management including accompanying the CEO on site

visits and in data review and project planning and staff supervision and instruction on site

and in the selection of contractors for performance of geophysical, drilling and

metallurgical services.

6. Assist the CEO and Investor Relations representatives of the Corporation in the

preparation and dissemination of shareholder's communications including materials for

investment and professional conferences and attending with the CEO at such conferences

to interface with fund managers, brokers and other investment representatives.

7. Generally assist the CEO in the performance of the duties assigned to the CEO by

the Board.