EMPLOYMENT AGREEMENT
Exhibit
10.46
THIS
AGREEMENT is
entered into effective as of the 28th day of February, 2000, between AMERICAN
TECHNOLOGY
CORPORATION, a Delaware publicly traded corporation (the "Company"), and Xxxxx
X. Xxxxx III ("Employee").
Employee,
in consideration of the covenants and agreements hereinafter contained, agrees
as follows with respect, to the employment of the Company of Employee and
Employees future business activities.
1. Employment:
Term of Employment.
The
Company hereby employs Employee and Employee hereby accepts such employment
upon
the terms and conditions hereinafter set forth. Subject to the provisions for
termination as hereinafter provided, Employee's term of employment by the
Company shall be from the date of this agreement until September 30, 2004,
and
said employment shall continue after such date until either party shall deliver
written notice to the other party hereto to the effect that the employment
hereunder shall terminate thirty (30) days from the giving of such notice.
This
Agreement will supersede all prior written and oral employment agreements
entered into by and between Company and Employee.
2. Services
to be Rendered by Employee.
Employee
shall be subject to the direction of the Board of Directors, a duly authorized
committee thereof, or the Company's Chief Executive Officer and his duties
shall
be those generally vested in the office of Vice President of Research for the
corporation and he shall have such other powers and duties as may be reasonably
prescribed by the Board of Directors, a duty authorized committee thereof,
or
the Company's Chief Executive Officer and shall perform such duties as from
time
to time may be decided upon by the Board of Directors, a duly authorized
committee thereof, or the Company's Chief Executive Officer, including but
not
limited to, speaking for and promoting the sale of the Company's product lines
as public spokesman both in print and television ads.
The
Employee agrees that he will serve the Company faithfully and to the best of
his
abilities, devoting substantially all his time, energy and skill to the
activities of the Company and the promotion of its interests. Employee shall
not
serve as an officer or director or similar capacity with any other entity except
with the consent of the Company. The Company has agreed to accommodate
Employee's position with Definitive Audio to the extent of an average of one
day
per month so long as the prime focus of Employee's time and activities are
in
support of the Company's objectives.
(a) For
the
services to be rendered by Employee during his employment by the Company, the
Company shall pay Employee a Base Salary of One Hundred Ten Thousand Dollars
($110,000) per annum during the term of this agreement, prorated for any partial
period and paid in conformity with the Company's normal payroll period.
Employee's salary shall be reviewed by the Board of Directors from time to
time
in its discretion, and Employee will receive such salary increases, if any,
as
the Board of Directors in its sole discretion determines.
(b) Employee
shall be entitled to participate in any bonus pool or similar program
established by the Board of Directors.
(c) The
Employee's place of employment shall be considered San Diego County, California
(or other mutually agreed upon location).
(d) Employee
shall be entitled to participate in and receive benefits under the Company's
executive benefits plans as in effect from time to time, including, medical
insurance, sick leave, and vacation time, subject to and on a basis consistent
with the terms, conditions and overall administration of such plans and Company
policies.
(e) The
Company shall pay or reimburse Employee for all expenses normal reimbursed
by
the Company and reasonably incurred by him in furtherance of his duties
hereunder and authorized by the Company, including without limitation, expenses
for entertainment, traveling, meals, hotel accommodations and the like upon
submission by him of vouchers or an itemized list thereof as the Board of
Directors; may from time to time adopt and authorize, and as may be required
in
order to permit such payments as proper deductions to the Company under the
Internal Revenue Code of 1986 and the rules and regulations adopted pursuant
thereto now or hereafter in effect.
(f) All
amounts payable or which become payable under any provision of this Agreement
will be subject to any deductions authorized in writing by Employee and any
deductions and withholdings required by law.
1
(g) As
compensation for consideration of extending Employee's Employment Agreement
and
granting an exclusive license to ATC for the Croft Invention known as "Three
chamber, series tuned band-pass subwoofer" as defused, in the document "Croft
Pre-October 1997 Proprietary Technologies"
dated
10/1/97, and as of this date commonly referred to as the Xtended Range Subwoofer
in ATC, the Company agrees to pay a Premium Royalty in addition to that in
the
Royalty Agreement Addendum Plumber Three with Employee. Royalty Agreement for
this Agreement shall mean the Addendum agreed to and signed by Employee
for royalty
payments for granting an exclusive license to ATC for
the
Croft
Invention known as "Three chamber, series tuned band-pass subwoofer" within
the
terms of the Employee Intellectual Property Submissions for American Technology
Corporation Policy ( Hereinafter referred to as the "Policy"). The Premium
Royalty for this Agreement shall mean the amounts listed herein for incremental
compensation. The schedule of these incremental amounts is: 3% incremental
to
the royalties in the Policy for the first two million dollars of income from
the
invention to ATC, 2% incremental to the royalties in the Policy for the second
two million dollars of income from the invention to ATC, and 1% incremental
to
the royalties
in the Policy for the third two million dollars of income from the invention
ATC. These Premium Royalties shall vest as one incremental amount per complete
year of service from the signing date of this Agreement. These royalties shall
continue indefinitely and survive this Agreement if Employee fulfills the term
and conditions of this Agreement and is not terminated for good cause. Should
Employee voluntarily terminate employment or be terminated without cause, one
fourth of the incremental potential earnings from the Premium Royalties shall
be
vested for each year of successfully completed service.
(h)
Employee also agrees to restructure his Addendum of January 12, 1999 and
Addendum Number Two dated January 14,1999 for the exclusive license to ATC
for
the "Acoustic Transformer Based Woofer Systems" intellectual property and
subsequent patent(s). Those Addenda are amended by this Agreement to the
following terms:
1) From
the
date of this agreement until March 25,2004, ATC maintains its exclusive license
with no minimum payments.
2) On
March
25,2004, the existing terms and minimums from the above mentioned 1999 Addenda
will
be
reinstated.
(i)
Employee agrees to use Employee's best efforts to prepare and have filed patent
documentation, in a timely and accurate manner, for "an electrostatic
loudspeaker that uses higher resistance stators with contacts in the middle
of
stator or in a line source strip (two examples of many) such that areas further
from the contact point are attenuated with fiequency; the impedance becomes
more
resistive in nature, frequency response is flattened, directivity is
manipulated, and areas of highest resistive paths are delayed, further curving
the wavefront" (currently commonly referred to within ATC as "variable
resistive stator") including all embodiments known to Employee as well as any
and all future improvements which likewise will be prepared and filed for
patent(s) in a timely and accurate manner. Employee also agrees to assign the
patent(s) exclusively to ATC. ATC agrees that should the Company at some future
time determine not to use the technology in its licensed technologies or to
generate revenues through licensing of this specific technology with or without
combination with other ATC technologies, ATC will great an exclusive license
to
Employee for Employee's use in commerce for a royalty fee
to
ATC of
2% of Employee's Royalty earnings from sublicensing or Employee's revenues
for
products sold directly to market from the technology and or patent(s) related
to
said technology. Company agrees to use reasonable efforts to obtain additional
stock options from the shareholders for the 1997 Stock Option Plan at the 2000
Annual Meeting and upon successfully obtaining same to grant to Employee 25,000
Stock Options as consideration for work performed on this technology. Said
Stock
Options are to vest 50% after one year of voluntary service and 50% after the
second year of voluntary service. Said options would not continue to vest if
Employee is terminated for cause.
(a) If,
after
the date of the commencement of the Employment Period, the Employee is made
a
parry or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a "Proceeding"),
by
reason of the fact that he is or was an officer of the Company or is or was
serving at the request of the Company as a director, officer, member, employee
or agent of another corporation or partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
or
not the basis of such Proceeding is an alleged act or failure to act in an
official capacity as a director, officer, member, employee or agent, he shall
be
indemnified and held harmless by the Company to the fullest extent authorized
by
Delaware law, as the same exists or may hereafter be amended, against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Employee in connection therewith, including, without
limitation, payment of expenses incurred in defending a Proceeding prior to
the
final disposition of such Proceeding (subject to receipt of an undertaking
by
the Employee to repay such amount if it shall ultimately be determined that
the
Employee is not entitled to be indemnified by the Company under Delaware taw),
and such indemnification shall continue as to the Employee even if he has ceased
to be an officer, member, employee or agent of the Company or other enterprise
and shall inure to the benefit of his heirs, executors and
administrators.
(b) The
right
of indemnification and the payment of expenses incurred in defending a
Proceeding in advance of its final disposition conferred in this Section 4
shall
not be exclusive of any other right that the Employee may have or hereafter
may
acquire under any statute, provision of the Certificate of incorporation or
Bylaws of the Company, agreement, vote of shareholders or disinterested
directors or otherwise.
2
(a)
The
Company shall have the right at its option to terminate the employment of
Employee hereunder by giving written notice thereto to the Employee in the
event
of any of the following:
(1) The
Company may terminate this Agreement at any time with good cause, as determined
by the Board of Directors of the Company, or a duly authorized committee
thereof, acting in good faith and upon reasonable grounds, whereupon all
compensation to Executive shall cease as of the effective date of termination.
As used in this paragraph or elsewhere in this Agreement, the term "good cause"
shall
mean
(i)
dishonesty by Executive detrimental to the best interests of the Company, (ii)
continuing inattention to or neglect of the duties to be performed by Employee,
(iii) willful
disloyalty
of Employee to Company, (iv)
the
death
or disability of Employee, (v) conviction by a court of competent jurisdiction
of Employee in any fraud, or (vi) the imparting of any material confidential
information by Employee in violation of this Agreement.
(2) if
the
Company gives Employee thirty days advance written notice of termination of
employment.
(3)
If
this agreement is terminated by the Company pursuant to Paragraph 5(a)(2)
hereof, then Employee shall be entitled to severance payments equal to six
(6)
months of his then monthly Base Salary and any bonus on an as if perfected
basis
payable in one lump sum within thirty (30)
days
after
such effective termination of Employee's employment by the Company irrespective
of the remaining term of this agreement.
(b)
The
Employee shall have the right at his sole option to terminate employment
hereunder at any time upon thirty (30)
days
written
notice.
6. Soliciting
Customers or vendors. The
Employee agrees that he will not for a period of one (1) year immediately
following the termination of his employment with the Company, either directly
or
indirectly make known to any competing person, firm. or corporation the names
or
addresses of any of the customers or vendors of the Company or any other
information pertaining to them that is not in the public domain.
7. Trade
Secrets of the Company. The
Employee prior to and during the term of employment under this Agreement has
had
and will have access to and become acquainted with various trade secrets,
consisting of devices, secret inventions, processes, and compilations of
information, records, and specifications which are owned by
the
Company,
and which are regularly used or to be used in the operation of the business
of
the Company. The Employee shall not disclose any of the aforesaid trade secrets,
directly or indirectly, or use them in any way, either during the term of this
agreement or for a period of 36 months thereafter, except as required in the
course of his employment at ATC. All files, records, documents, drawings,
specifications, equipment, and similar items relating to the business of the
Company, whether prepared by the Employee or otherwise coming into his
possession, shall remain the exclusive property of the Company and shall act
be
removed under any circumstances from the promises of the Company where the
work
is being carried on without prior written consent of the Company or consistent
with the Company's normal business practices.
(a) Employee
has provided the Company with a list of audio properties developed by Employee
prior to employment. The Company shall separately negotiate for license(s),
in
accordance with the Employee Intellectual Property Submissions for American
Technology Corporation General Policy, for any of these listed properties should
the Company desire to use them in any of its product programs. Other inventions
shall be assumed to fall under the provisions of this Section 8.
(b) The
Employee agrees that as to any inventions made by him during the term of his
employment, solely or jointly with others, which are made with the equipment,
supplies, facilities or trade secret information of the Company, or which relate
at the time of the conception or reduction to practice of the invention to
the
business of the Company or the Company's actual or demonstrably anticipated
research and development, or which result from any work performed by the
Employee for the Company, shall belong to the Company and the Employee promises
to assign such inventions to the Company. The Employee also agrees that the
Company shall have the right to keep such inventions as trade secrets, if the
Company chooses. The Employee agrees to assigns to the Company the Executive's
rights in
any
other inventions where the Company is required to grant those rights to the
United States government or say agency thereof. In order to permit the Company
to claim rights to which it may be entitled, the Employee agrees to disclose
to
the Company in confidence all inventions which the Employee makes arising out
of
the Employee's employment and all patent application filed by the Employee
within one year after the termination of his employment.
(c) The
Employee shall assist the Company in obtaining patents on all inventions,
designs, improvements, and discoveries patentable by the Company in the United
States and in all foreign countries, and shall execute all documents and do
all
things necessary to obtain letters patent, to vest the Company with full and
extensive title thereto, and to protect the same against infringement by
others.
3
9. Severability.
Each
paragraph and subparagraph of this Agreement shall be construed and considered
separate and severable from the validity and enforceability of any other
provision contained in this Agreement.
10. Assignment.
The
rights of the Company (but not its obligations) under this Agreement may,
without the consent of the Employee, be assigned by the Company to any parent,
subsidiary, or successor of the Company; provided that such parent, subsidiary
or successor acknowledges in writing that it is also bound by the terms and
obligations of this Agreement. Except as provided in the preceding sentence,
the
Company may not assign all or any of its rights, duties or obligations hereunder
without prior written consent of Employee. The Employee may not assign all
or
any of his rights, duties or obligations hereunder without the prior written
consent of the Company.
11. Notices.
All
notices, requests, demands and other communications shall be in writing and
shall be defined to have been duly given if delivered or if mailed by registered
mail, postage prepaid:
(a)
If to
Employee, addressed to him at the following address as may be changed in writing
from time to time:
Xxxxx
Xxxxx
_______________________
_______________________
(b)
If to
the Company, addressed to:
American
Technology Corporation
00000
Xxxxxxx Xxxxx Xx. Xxxxx
Xxx
Xxxxx, Xxxxxxxxxx 00000
or
to
such other address as any party hereto may request by notice given as aforesaid
to the other parties hereto.
12. Title
and Headings.
Titles
and headings to paragraphs hereof are for purposes of references only and shall
in no way limit, defuse or otherwise
affect the provisions hereof.
13. Governing
Law.
This
Agreement is being executed and delivered and is intended to be performed in
the
State of California,
ands all
be governed by and construed in accordance with the laws of the State of
California.
14. Counterparts.
This
Agreement may be executed simultaneously 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. It shall not be necessary in making
proof of
this Agreement to produce or account for more than one original
counterpart.
15. Cumulative
Rights.
Each and
all of the various rights, powers and remedies of the Company and Employee
in
this Agreement
shall be considered as cumulative, with and in addition to any other rights,
powers or remedies of the Company or
the
Employee and no one of them as exclusive of the others or as exclusive of any
other rights, powers and remedies allowed by law. The exercise or partial
exercise of any right, power or remedy shall neither constitute the election
thereof nor the waiver of
any
other right, power or remedy. Sections 4, 6, 7 and 8 hereof shall continue
in
full force and effect notwithstanding
the
Employee's termination of employment and the termination of this
Agreement.
16. Remedies.
The
Employee and the Company both acknowledge that each may have no adequate remedy
at law if either violates any of the terms contained in Sections 6, 7 and 8.
In
such event, either party shall have the right, in addition to any other
rights it may have, to obtain relief to restrain any breach hereof or otherwise
to specifically enforce any of the provisions
hereof.
17. Waiver of
Breach.
The
waiver by one party to this Agreement of a breach of any provision of this
Agreement by the other
party
shall not operate or be construed as a waiver of any subsequent breach by the
said party .
18. Entire
Agreement.
This
Agreement contains the entire agreement of the parties hereto and may be
modified or amended only by a written instrument executed by parties
hereto. Effective on the date hereof, any prior employment agreements between
the Company and the Employee shall terminate.
19. Attorney's
Fees.
In the
event that either party must institute legal action to compel the other to
comply with the terms of this Agreement, the prevailing parry shall be entitled
to reasonable attorneys' fees and costs.
20. Good
Faith.
Each of
the parties hereto agrees that he or it shall act in good faith in all actions
taken under this Agreement.
4
/s/
Xxxxxxxxx X. Xxxxxxx
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February
28, 2000
|
|
American
Technology Corporation
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||
Xxxxxxxxx
X. Xxxxxxx, Chairman, President and CEO
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||
/s/
Xxxxx X. Xxxxx III
|
February
28, 2000
|
|
Xxxxx
X. Xxxxx III, Employee
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5
Addendum
to
American
Technology Corporation
Employee
Intellectual Property Policy
For
Xxxxx
X. Xxxxx
This
addendum to the Employee Intellectual Property Policy of American Technology
Corporation (ATC) is made this 12th day of January, 1999 by and between ATC
and
Xxxxx X. Xxxxx (Croft) and constitutes modifications to the Policy regarding
certain Croft Intellectual Property.
1.
|
Croft
hereby agrees to grant an exclusive license to ATC for the Croft
Invention
known as "Acoustic Transformer Based Woofer Systems", hereinafter
defined,
under the terms and conditions set forth in this
addendum.
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2.
|
ATC
agrees to provide reasonable financial support for the development
of the
system product and expenses for obtaining patent(s) for the
system.
|
3.
|
Croft
agrees to use his best efforts to finalize the patent documentation
as
quickly as
possible.
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4.
|
For
products sold utilizing the Croft Invention prior to final action
by the
U. S. Patent
and Trademark Office (PTO) on the application, Croft shall receive
the
applicable income, as per the Policy. Should the PTO deny a
patent
on the Croft Invention
Claims, then these payments shall cease.
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5.
|
ATC.
agrees to start payments to Croft on August 1, 1999 in the amount
of $900
per month. On February 1, 2000, these payments shall increase to
$1,800
per month. Thereafter, Croft shall receive the greater of the amounts
of
monthly payments above or the commission earned of royalties paid
to ATC
by third party sublicensees, or from sales of products made by
ATC. These
monthly amounts paid to Croft shall be based on the amount received
by ATC
in quarterly lump sum payments by sublicensees averaged to determine
a
monthly royalty amount. In the event the royalty amount due to
Croft
should fall below $1800 per month and ATC should decide to pay
Croft less
than $1800 per month, but equal to or greater than $900 per month
then the
license granted by Croft shall be non-exclusive. In the further
event that
ATC decides not to pay Croft at least $900 per month, then the
license
grant is revoked and ATC shall have no rights in the
invention.
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6.
|
ATC
agrees that Section III.B of the ATC Employee Intellectual Property
Policy
shall not apply to Croft.
|
7.
|
ATC
agrees to use reasonable efforts to market and/or sell the Croft
Invention
products, consistent with the best interests of the
company.
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8.
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"Acoustic
Transformer Based Woofer System" is defined as a woofer driver
coupled
with a small coupling chamber to a two different sized back to
back
connected cone passive radiator such that the output is transformed
up by
the size of the largest cone and the ratio of the active woofer
cone to
the difference ratio of the passive cones or to the smaller of
the passive
cones. This can be used to create a
scaled or vented or multi-chamber vented bandpass system and/or
used to
drive
a
dipole sub woofer system. It may also have a vent in the auxiliary
chamber
driven by the difference cone passive
radiator.
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Xxxxx
X. Xxxxx
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American
Technology Corporation
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|||
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By:
/s/ Xxxxx X. Xxxxx
|
By:
/s/
Con Xxxxxxx
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Name:
Xxxxx X. Xxxxx
|
Name:
Con Xxxxxxx
|
|||
Title:
President and CEO
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6
Addendum
Number Two
to
American
Technology Corporation
Employee
Intellectual Property Policy
For
Xxxxx
X. Xxxxx
This
Addendum Number Two to the American Technology Corporation Employee Intellectual
Property Policy is made this 14th
day of
January, 1999 by and between American
Technology Corporation (ATC) and Xxxxx X. Xxxxx (Xxxxx) and
constitutes
modifications to the Policy regarding certain Croft Intellectual
Property.
1.
|
This Addendum
Number Two incorporates
and restates the original Addendum
to
the Policy dated January 12, 1999 (Original Addendum).
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2.
|
The
duties, obligations and benefits, which are set forth in the Original
Addendum which flow to Croft shall also flow to Croft's heirs.
In a
similar manner, duties, obligations and benefits which are set
forth in
the Original Addendum which flow to ATC shall also flow to ATC's
successors.
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Xxxxx
X. Xxxxx
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American
Technology Corporation
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|||
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By:
/s/ Xxxxx X. Xxxxx
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By:
/s/
Con Xxxxxxx
|
||
Name:
Xxxxx X. Xxxxx
|
Name:
Con Xxxxxxx
|
|||
Title:
President and CEO
|
7
American
Technology Corporation
Employee
Intellectual Property Policy
For
Xxxxx
X. Xxxxx III
This
addendum to the Employee Intellectual Property Policy of American Technology
Corporation
(ATC), which by this reference is incorporated
herein, is made this 28th day
of
February, 2000 by and between ATC and Xxxxx X. Xxxxx III (Xxxxx) and constitutes
modifications to the Policy regarding certain Croft Intellectual
Property.
1.
|
Croft
hereby agrees to grant an exclusive license to ATC for the Croft
Invention
known as 'Three chamber, series tuned band-pass subwoofer"[ Three
Chamber
Subwoofer]
, hereinafter defined, under the terms and conditions set forth
in
this
addendum.
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2.
|
ATC agrees
to provide reasonable financial
support for
the development of the
system product and expenses for obtaining patent(s) for the
system.
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3.
|
Croft
agrees to use his best efforts to finalize the patent documentation
as
quickly
as
possible.
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4.
|
For
products sold utilizing the Croft Invention prior to final action
by the
U. S. Patent and Trademark Office (PTO) on the application, Croft
shall
receive the ap-plicable income, as explained below. Should the
PTO deny a
patent on the Croft Invention
Claims, then
these payments shall cease. Should ATC have
to cease
and desist
the use of the Three Chamber Subwoofer during a patent infringement
suit
or action the payments under all terms herein shall be suspended
for the
duration of the suit
or
action but ATC
shall not
thereby revoke its rights herein.
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5.
|
The
applicable income sections of the Employee Intellectual Property
Policy
of
ATC are set forth as follows:
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·
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The
percentages earned by the New Employee will be:
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·
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In
the case of royalty payments to American Technology Corporation
based
solely on the former Intellectual Property of the New Employee,
the New
Employee shall receive 5% of the royalties pertaining to the Employee's
former patents) or copyright(s). In the
case
where there are multiple former patents or copy-rights of the New
Employee
combined in a single royalty, the compensation to the New Employee
will be
5% of the royalty paid to American Technology Corporation for that
combination of Intellectual Property.
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·
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In
the case of
an individual
product, component, or software program sold by American Technology
Corporation the
New Employee
shall receive 2% of the net
selling price. Net selling price is herein defined as American
Technology
Corporation's selling price minus all terms and conditions of sales
[cash
discounts, advertising, returns and
allowances].
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8
·
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In
the case where the New Employee's former Intellectual Property
is a
component part of a set of components American Technology Corporation
sells, the ratio of
the cost
basis of
the Employee's
Intellectual Property to
the total value
of the set
of components
will be
used
to determine
the percentage of
total value that the Employee's
Intellectual Property represents of the net selling price upon
which the
Employees 2% compensation
will be calculated..
Net selling price is herein
defined as American Technology
Corporation's selling price minus all terms and
conditions of sales [cash discounts, advertising, returns and
allowances).
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6.
|
Croft
agrees that when the Three Chamber Subwoofer is a part of a system
or set
of components that is earning royalties for American Technology
Corporation, his 5% royalty will be calculated based on one half
the total
royalty earned by ATC from the system.
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7.
|
Croft
agrees to suspend all obligations by both parties under the Addendum
dated
January
12, 1999
regarding the
Croft Invention
known as "Acoustic Transformer
Based
Woofer Systems" until March 25, 2004.
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8.
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ATC
agrees to start payments for the Three Chamber Subwoofer to Croft
on
October 1, 2000 in the amount of $1600 per month paid on a quarterly
basis. There-after, Croft shall receive the greater of the amounts
of
monthly payments above or the commission earned of royalties paid
to ATC
by third party licensees, or from sales of products made by ATC.
These
monthly amounts paid to Croft shall be based on the amount received
by ATC
in quarterly lump sum payments by licensees averaged to determine
a
monthly royalty amount.
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9.
|
Croft
agrees to credit the payments made to him by ATC under the Addendum
dated
January 12, 1999 to the payment obligations under this Addendum
Three. The
amount of this credit is $5,400. Therefore, applying this credit
to the
monthly minimum
payment of
$1600, for the Three
Chamber Subwoofer (as described
in
Employee's Employment Agreement of February 28, 2000) the credit
amount
shall be exhausted in January, 2001. It is understood and agreed
by the
parties to this
Addendum Three that, since the payment amount
to Croft is the
greater of the
monthly payment or the amount due under the Policy, this credit
may be
exhausted earlier than January, 2001.
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10.
|
Croft represents
and warrants he
has sole
title to this invention,
has the right to assign
it to ATC, that it is free and clear of all encumbrances and that
no
rights to
this invention rest with any of his prior employers.
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11.
|
ATC
agrees to use reasonable efforts to market and/or sell the Croft
Invention
products, consistent with the best interests of the
company.
|
|
12.
|
"Three
chamber, series tuned band-pass subwoofer" [Three Chamber
Subwoofer]
is
defined and described by Croft as a 3 chamber woofer system that
has the
woofer(s) mounted between chamber 1 and 2 and a vent going between
chamber
1 and 2, this being the vent with the lowest frequency tuning.
Another
vent is between xxxxxxxx 2 and 3 that has the highest tuning and
one more
vent from chamber three to outside the cabinet and this vent being
tuned
to a middle frequency between the other two vents. A similar design
with
the lowest frequency vent removed is also possible. These designs
have
very small cone excursion for power out and also roll-off at a
steep rate
which allows them to be used to a higher frequency in a mono bass
system
without audible location detection. Rear, sealed chamber could
also be
replaced w/ an acoustic pipe. Also a 3 chamber system with a vent
to the
outside world from each chamber and with two woofers feeding
forward into a common chamber tuned to the lowest frequency and
rear
waves
of each feeding separately into their own xxxxxxxx which are vented
at
two
frequencies.
|
9
13.
|
The
duties, obligations and benefits, which are set forth in this Addendum,
which flow to Croft shall also flow to Croft's heirs. In a similar
manner,
duties, obligations and benefits which are set forth in this Addendum
which flow to ATC shall also flow to ATC's successors and
assigns.
|
Xxxxx
X. Xxxxx 2/28/00
|
American
Technology Corporation
|
|||
|
By:
/s/ Xxxxx X. Xxxxx
|
By:
/s/
Con Xxxxxxx 2/28/00
|
||
Name:
Xxxxx X. Xxxxx
|
Name:
Con Xxxxxxx
|
|||
Title:
President and CEO
|
10