TO ALTAIR EXECUTIVE EMPLOYMENT AGREEMENT
Exhibit
10.1
AMENDMENT
TO
THIS
AMENDMENT TO ALTAIR EXECUTIVE EMPLOYMENT AGREEMENT (the “Amendment”) is made and
entered into this 17th day of August, 2007, by and between Altairnano, Inc.
f/k/a Altair Nanomaterials, Inc., a Nevada corporation (the “Company”), Altair
Nanotechnologies Inc., a Canadian corporation (“Parent”) and Xxxx Xxxxxxx
(“Employee”).
R
E C
I T A L S
WHEREAS,
on February 17, 2006, the Company, Parent and Employee entered into that certain
Employment Agreement (the “Agreement”) pursuant to which, among other things the
Company agreed to pay Employee and Employee agreed to accept a specified
severance benefit if Employee’s employment is terminated by the Company prior to
February 17, 2009 without cause or by Employee with good reason, and in either
case 90 days before or within one year after a change of control;
and
WHEREAS,
the Company and Employee desire to amend the terms of the severance
benefit.
AGREEMENT
NOW,
THEREFORE, in consideration of the matters set forth in the Agreement and for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged, the parties hereto agree as follows:
1. Amendment
of Section 7.4.
Section
7.4 of the Agreement is hereby amended and restated in its entirety to read
as
follows:
7.4 Termination
by Company Without Cause Subsequent to Change of Control.
If
Employee's employment is terminated by the Company without Cause pursuant to
Section 6.2 prior to the Expiration of the Term and within ninety (90) days
prior to and one year after a Change of Control Event then, in addition to
complying with the requirements of Section 7.1, the Company shall, upon receipt
of a written release from Employee in form and substance reasonably satisfactory
to the Company with respect to all liabilities arising prior to and in
connection with such termination (other than under Options and this Section),
continue to pay, when due in accordance with Section 4.1, to or for the benefit
of Employee or, if applicable, his heirs or estate, as their rights may be,
one
hundred percent (100%) of any and all payments of: (i) annual base salary
through the period ending on the 24-month anniversary of the effective date
of
the termination of Employee’s services; (ii) 100% of the Company
health benefits coverage then in effect (with Company /Employee contributions
remaining the same as during the period immediately prior to termination)
through
the period ending on the 24-month anniversary of the effective date of the
termination of Employee’s services; and (iii) a bonus equal to eighty percent
(80%) of Employee’s
annual base salary for the year in which termination of Employee’s services
occurs, payable in one lump sum within 30 days of the end of such year. A
Change
of
Control Event means (a) any capital reorganization, reclassification of the
capital stock of Parent, consolidation or merger of Parent with another
corporation in which Parent is not the survivor (other than a transaction
effective solely for the purpose of changing the jurisdiction of incorporation
of Parent), (b) the sale, transfer or other disposition of all or substantially
all of the Consolidated Company’s assets to another entity, (c) the acquisition
by a single person (or two or more persons acting as a group, as a group is
defined for purposes of Section 13(d)(3) under the Securities Exchange Act
of
1934, as amended) of more than 40% of the outstanding common shares of Parent.
Except
for the amendment set forth above, the Agreement and all provisions thereof
shall remain in full force and effect.
[Remainder
of Page Intentionally Left Blank; Signature Page to Follow]
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IN
WITNESS WHEREOF, Employee has signed this Amendment to Altair Executive
Employment Agreement personally and the Company and Parent have caused this
Amendment to be executed by their duly authorized representatives.
| COMPANY: | |
| ALTAIRNANO, INC. | |
| a Nevada corporation | |
| By: /s/ Xxxxxx Xxxxxxxxx | |
| Name: /s/ Xxxxxx Xxxxxxxxx | |
| Title: Secretary / Treasurer | |
| PARENT: | |
| ALTAIR NANOTECHNOLOGIES INC. | |
| a Canadian corporation | |
| By: /s/ Xxx Xxxxxxxx | |
| Name: /s/ Xxx Xxxxxxxx | |
| Title: Chairman | |
| EMPLOYEE: | |
| /s/ Xxxx Xxxxxxx | |
|
Xxxx
Xxxxxxx, an individual
|
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