EMPLOYMENT AGREEMENT (Level 12 Officer)
Exhibit
10.1
(Level 12 Officer)
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of April 7, 2008 by and among Altairnano, Inc.,
a Nevada corporation (the “Company”), Altair
Nanotechnologies Inc., a Canadian corporation (“Parent”; together with the
Company and all direct or indirect majority-owned subsidiaries of the Parent,
the “Consolidated Companies”; each, a “Consolidated Company”), and Xxxx Xxxxxxx
(“Employee”).
RECITALS
A. The Company is a wholly-owned indirect
subsidiary of Parent and holds a substantial portion of the operating assets of
the Consolidated Companies.
B. Parent and the Company desire to retain
Employee as an employee of a Consolidated Company subject to the terms and
conditions of this Agreement.
C. Employee desires to be retained as an
employee of a Consolidated Company subject to the terms and conditions of this
Agreement.
NOW, THEREFORE, in consideration of this
Agreement and of the covenants and conditions contained in this Agreement, the
parties hereto agree as follows:
1. Employment;
Location. The Company
hereby employs Employee during the Term, and Employee hereby accepts such
employment. The initial “Place of Employment” for Employee shall be
in Washoe County in the State of Nevada. If the Company requests that
Employee relocate and Employee agrees to such request, the relocated place of
employment shall thereafter be the “Place of Employment.”
2. Term. The term of this Agreement
(the “Term”) shall commence on the later to occur of (a) the date first set
forth above, and (b) the first date Employee commences provided services to a
Consolidated Company as a full-time employee (such later date, the “Effective
Date”) and shall terminate upon the termination of Employee’s employment with
all of the Consolidated Companies; provided, however, Sections 7 and 8 shall
survive termination of this Agreement for the time periods set forth therein,
and this sentence and all provisions related to the interpretation or
enforcement of, and disputes under, this Agreement shall survive until the
expiration of the last applicable statute of limitations. If the
Effective Date does not occur within (ninety (90)] days of the date first set
forth above, this Agreement shall be terminated ab initio.
3. Duties. Employee’s title shall be
Chief Financial Officer of Parent. Employee's duties shall include
such duties as are specifically assigned or delegated to Employee by the Board
of Directors of any Consolidated Company (any such Board of Directors, the
“Board”) and such other duties as are typically performed by an employee with
the same position as Employee. Employee acknowledges that, subject to
Section 6.3(c), the Board may change, increase or decrease Employee’s title,
position and/or duties from time to time its discretion and may appoint Employee
as an employee of another Consolidated Company, which employment is governed by
this Agreement. Employee shall diligently execute his or her duties
and shall devote his or her full time, skills and efforts to such duties during
ordinary working hours. Employee shall faithfully adhere to,
execute and fulfill all lawful policies established from time to time by the
Consolidated Companies.
4. Compensation
and Benefits. The Company shall pay
Employee, and Employee accepts as full compensation for all services to be
rendered to all Consolidated Companies, the following compensation and
benefits:
4.1 Base
Salary. During
the Term, the Company shall pay Employee an annual base salary per
year in an amount not less than
$230,000. Such annual base salary shall be payable in accordance with
the Company's customary pay schedule. During the Term, the base
salary of Employee shall not be reduced below the minimum required by this
Section.
4.2 Stock
Options.
(a) At the next meeting of the Compensation
Committee of Parent, Parent shall grant to Employee options to purchase an
aggregate of [none] common shares of Parent subject to the
terms and conditions of the applicable stock incentive plan and with the
exercise price, vesting and other terms as the Compensation Committee of Parent
shall deem appropriate.
(b) During the period of Employee’s
employment with a Consolidated Company, Parent may from time to time grant to
Employee options to purchase common shares of Parent and/or issue to Employee
common shares that are subject to rights of forfeiture or repurchase under
certain terms and conditions (such options or shares, “Equity
Awards”). Parent agrees that any future Equity Awards shall
provide,
that all otherwise unvested
Equity Awards shall, unless otherwise requested by Employee in writing,
immediately vest as of the effective date of the Change of Control
Event. 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 Companies’ 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.
4.3 Bonus. Employee shall be eligible
to receive an annual performance bonus conditioned upon the achievement of
performance measures established by the Board after consultation with
Employee. The potential amount of the performance bonus for each
fiscal year if all performance measures are met, shall be at least up to sixty
percent (60%) of Employee’s base salary paid for the calendar year to which such
bonus relates. Employee and the Board shall, prior to the end of the
first month of each calendar year, negotiate in good faith with the objective of
agreeing upon performance objectives and related bonus amounts for the upcoming
fiscal year. If Employee and the Board are not able to reach a mutual
agreement as to performance objectives, the objectives and amount of any bonus
shall be in the discretion of the Board.
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4.4 Additional
Benefits. Employee shall be eligible
to participate in, and be subject to, the Consolidated Companies’ employee
benefit plans for, and policies governing, employees, if and when any such plans
and policies may be adopted, including, without limitation, bonus plans, pension
or profit sharing plans, incentive stock plans, and those plans and policies
covering life, disability, health, and dental insurance in accordance with the
rules established in the discretion of the Board for individual participation in
any such plans and policies as may be in effect from time to
time.
4.5 Vacation,
Sick Leave, and Holidays. Beginning on the date
hereof, Employee shall be entitled to vacation, sick leave and holidays at full
pay in accordance with the Consolidated Companies’ policies.
4.6 Deductions. The Company shall have the
right to deduct from the compensation due to Employee hereunder and all sums
required for social security and withholding taxes and for any other federal,
state or local tax or charge which may be hereafter enacted or required by law
as a charge on any cash or non-cash compensation of
Employee.
5. Business
Expenses. The
Company shall promptly reimburse Employee for all reasonable out-of-pocket
entertainment and business expenses Employee incurs in fulfilling Employee’s
duties hereunder subject to, and in accordance with, the general reimbursement
policy of the Consolidated Companies in effect from time to
time.
6. Termination
of Employee's Employment.
6.1 Termination
of Employment by the Company for Cause. Employee's employment may
be terminated by the Consolidated Companies at any time for
“Cause.” A determination of whether Employee’s actions justify
termination for Cause and the date on which such termination is effective shall
be made in good faith by the Board of Parent. A termination of
Employee's employment pursuant to this Section 6.1 shall be effective as of the
effective date of the notice by the Board of Parent to Employee that it has made
the required determination, or as of such subsequent date, if any, as is
specified in such notice. For purposes of this Agreement, “Cause”
shall include (a) Employee’s material breach of this Agreement, which breach
cannot be cured or, if capable of being cured, is not cured within fifteen (15)
days after receipt of written notice of the need to cure, (b) any act of theft,
embezzlement, conversion or other taking or misuse of the property or
opportunities of and Consolidated Company, (c) any fraudulent or criminal
activities, (d) any grossly negligent or unethical activity, (e) any activity
that causes substantial harm to any Consolidated Companies, its reputation, or
to its officers, directors or employees (including, without
limitation, the illegal possession or consumption of drugs for which Employee
does not have a valid prescription on property controlled by any Consolidated
Company or in the course of performing services for any Consolidated Company),
or (vi) habitual neglect of or deliberate or intentional refusal to perform
Employee’s duties and obligations under this Agreement.
6.2 Termination
by the Company Without Cause. Employee’s employment with
each Consolidated Company is “at will,” any Employee’s employment with any and
all Consolidated Companies is terminable at any time without Cause or any reason
of any kind. A termination of Employee's employment pursuant to this
Section 6.2 shall be effective as of the date specified in the notice of
termination.
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6.3 Termination
By Employee For Good Reason. Employee may terminate his
employment with any and all Consolidated Companies at any time for Good Reason
(as defined below), provided Employee has delivered a written notice to the
Board of Parent that briefly describes the facts underlying Employee's belief
that Good Reason exists and the Company has failed to cure such situation within
15 days of its receipt of such notice.
For purposes of this Agreement, “Good
Reason” shall mean and consist of: (a) a material breach by the Company of any
of its obligations, duties, agreements, representations or warranties under this
Agreement; (b) without Employee's prior written consent, the Consolidated
Company requires the Employee to relocate Employee's place of employment to any
place other than the Place of Employment as a condition to continued employment
or maintenance of the same or a comparable position with the Consolidated
Companies (provided that reasonable business travel shall not constitute a
relocation of Employee’s place of employment and required relocation shall
constitute Good Reason only following the Consolidated Companies’ notification
of Employee of its requirement that Employee relocate and prior to Employee’s
agreement to relocate his or her place of employment), or (c) during the period
ninety (90) days prior to
and one year after a Change of Control Event, a material adverse change in
Employee’s title, position
and/or duties within the Consolidated Companies as a whole.
6.4 Termination
by Employee Without Good Reason. Upon not less than 15 day's
prior written notice (which notice shall specify the effective date of the
termination), Employee may terminate his employment with any and all
Consolidated Companies by such notice without Good Reason or any reason of any
kind.
6.5 Termination
of Employment by Death. If Employee dies during the
term of employment, Employee's employment with all Consolidated Companies shall
be terminated effective as of the date of Employee’s death.
6.6 Disability. The Company or Employee may
terminate Employee's employment with all Consolidated Companies if Employee
shall become unable to fulfill his duties under this Agreement, as measured by
the Consolidated Companies’ usual business activities, for the
eligibility period set forth in the long-term disability policy under which
Employee is potentially eligible to receive disability benefits (the
“Eligibility Period”) by reason of any medically determinable physical and/or
mental disability determined in accordance with the procedure in this Section
6.6. If in the opinion of the Company or Employee, Employee is
disabled, then the following shall occur:
(a) the Company or Employee shall promptly
so notify (by dated written notice) the insurance company or carrier that, at
that time, insures the employees of the Company against long-term disability
(the “Company’s Insurance Carrier”) and request a determination as to whether
Employee is disabled pursuant to the terms of the Company's long-term disability
plan or policy; and
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(b) the matter of Employee's disability
shall be resolved, and Employee and the Company shall abide by the decision of,
the Company’s Insurance Carrier.
A termination of Employee's employment
pursuant to this Section 6.6 shall be effective at the expiration of the
Eligibility Period, as determined in accordance with this Section
6.6. If Employee is not covered by a Company-sponsored long-term
disability policy on the date that the Company and/or Employee believe that
Employee may have a medically determinable physical and/or mental disability,
the Board of Parent shall make the determination of whether Employee has a
medically determinable physical and/or mental disability using the definition of
disability, including applicable court interpretations, used for purposes of the
Americans With Disabilities Act of 1990, as amended, and the “Eligibility
Period” shall be 90 days from the date as of which it is determined that the
Employee commenced having a medically determinable
disability.
7. Effect of
Termination of Employee’s Employment.
7.1 Provisions
Applicable to All Terminations. If Employee’s employment with all
Consolidated Companies is terminated for any reason, (a) all cash compensation
from the Company described in this Agreement that was due through the effective
date of the termination, but unpaid, shall be computed and paid to Employee by
the Company within any payment deadline set forth in Nevada law (or is none is
applicable, within 30 days), provided that any disability payments to be made by
the Company’s Insurance Carrier shall be made when, as and if made by the
Company’s Insurance Carrier; and (b) Employee, or his heirs, or
estate, as the case may be, shall receive all compensation and employee benefits
accrued through the effective date of the termination, and all benefits provided
through the Company's insurance plans pursuant to the terms and conditions of
such insurance plans or that the Company is required to provide by governing
law.
7.2 Termination
Absent a Change of Control and Absent Cause/Good Reason. If Employee's employment
with all of the Consolidated Companies is terminated under any circumstances
other than the circumstances described in Section 7.3 or Section 7.4 below,
whether by the Consolidated Companies or Employee, Employee shall not be
entitled to any compensation in addition to that set forth in Section
7.1.
7.3 Termination
by Employee for Good Reason. If Employee's employment is
terminated by Employee for Good Reason during the Term, then, in addition to
complying with the requirements of Section 7.1, the Company shall, subject to
the terms and conditions of this Agreement and conditioned upon the Company’s
receipt of a written waiver, release and non-litigation agreement from Employee
in form and substance reasonably satisfactory to the Consolidated Companies with
respect to all liabilities of any Consolidated Company of any kind arising prior
to and in connection with such termination (other than under Options and Section
7)(a “Release”), continue to pay, when due in accordance with Section 4.1, to or
for the benefit of Employee or, if applicable, Employee’s heirs or
estate: (a) Employee’s base salary through the period ending on the
12-month anniversary of the effective date
of the termination of Employee's service; and (b) 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 12-month anniversary of the effective date of the
termination of Employee's service. Notwithstanding the foregoing, if
(y) Employee relocated was
required to relocate from a location more than 50 miles from the Place of
Employment in order to commence employment with the Consolidated Companies and Employee’s employment is
subsequently terminated by Employee for Good Reason
on or before the two-year anniversary of the Effective Date, or (z) Employee’
accepts a change in Employee’s place of employment
(and relocates without terminating his or her Employment for Good Reason based
upon such change) during
the Term and then
Employee’s employment is terminated by Employee for Good Reason on or before the
two-year anniversary of such change in Employee’s place of employment, then
in case of either (y) or
(z) the period referred to
in subsection (a) above shall be 16 months.
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7.4 Termination
by Company without Cause. If Employee's employment is
terminated by the Company without Cause during the Term, then, in addition to
complying with the requirements of Section 7.1, the Company shall, subject to
the terms and conditions of this Agreement and conditioned upon the Company’s
receipt of a Release, 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: (a) Employee’s base salary through the period ending on
the 12-month anniversary of the effective date
of the termination of Employee’s services; (b) 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
18-month anniversary of the effective date
of the termination of Employee’s services; and (iii) a bonus equal to sixty
percent (60%) of Employee’s base salary paid for the calendar year
in which termination of
Employee’s services occurs, payable in one lump sum within 30 days of the end of
such year. Notwithstanding the foregoing, if (y)
Employee relocated was
required to relocate from a location more than 50 miles from the Place of
Employment in order to commence employment with the Consolidated Companies and Employee’s employment is
subsequently terminated by Employee for Good Reason
on or before the two-year anniversary of the Effective Date, or (z) Employee’
accepts a change in Employee’s place of employment
(and relocates without terminating his or her Employment for Good Reason based
upon such change) during
the Term and then
Employee’s employment is terminated by the Company without Cause on or before the two-year anniversary
of such change in Employee’s place of employment, then in case of either (y) or (z)
the period referred to in
subsection (a) above shall be 16 months.
7.5 Return of
Company Property. Upon the termination
or end of the employment of Employee with the Consolidated Companies or at any
time upon the request of Parent, Employee shall provide to the Consolidated
Companies all property belonging to any Consolidated Company, including, but not
limited to, keys, card passes, credit cards, electronic equipment including
computers and personal digital devices, cellular telephones, Consolidated
Company automobiles, and all data and any Consolidated Company intellectual
property whether located on Consolidated Company property or
otherwise.
7.6 Breach of
Protective Covenants. Notwithstanding anything in
this Section 7 to the contrary, Employee shall not be entitled to any payments
or benefits under any of Sections 7.3 or 7.4 of this Agreement with respect to
any period (a) prior to Employee’s delivery to the Company of a Release if such
Release is not executed within seven (7) days of Employee’s receipt of a form of
Release, (b) during which Employee is in breach of Section 7.5 or any portion of
Section 8 of this Agreement, (c) during which Employee is in breach of
any portion of the Proprietary Information Agreement (any of (a), (b)
or (c), a “Covenant Breach”). Upon the Company’s determination that a
Covenant Breach has occurred, it shall notify Employee of its belief that a
Covenant Breach has occurred and may withhold, without penalty or interest, any
payments or benefits otherwise due to Employee pursuant to any of Section 7.3 or
7.4 until the question of whether a Covenant Breach has occurred is definitely
resolved without right to appeal or similar recourse (and if it is determined
that the Company withheld the payments and benefits in error, the Company’s sole
obligation shall be prompt payment of all withheld payments and the cash value
to the Company of any withheld benefits).
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8. Covenant Not
to Compete
8.1 Covenant. Employee hereby agrees
that, while Employee is employed by any Consolidated Company and during a period
of 12 months following the termination of Employee’s
employment with all Consolidated Companies, Employee will not directly or
indirectly compete (as defined in Section 8.2 below) with any the Consolidated
Company or any affiliates anywhere in the United States. It is the intention of
Parent, the Company and Employee that this provision be interpreted to only
prevent actual competitive harm to any Consolidated Company and not otherwise
hinder or restrict Employee in his efforts to find continued employment in
Employee’s field of training and expertise.
8.2 Direct and
Indirect Competition. As used herein, the
phrase “directly or indirectly compete” shall include owning, managing,
operating or controlling, or participating in the ownership, management,
operation or control of, or being connected with or having any interest in, as a
stockholder, director, officer, employee, agent, consultant, assistant, advisor,
sole proprietor, partner or otherwise, any Competing Business (as defined
below). For purposes of this Agreement, a “Competing Business” shall
be any business or enterprise other than any Consolidated Company that is
engaged in the Nanomaterials Business (as defined below). This
prohibition, however, shall not apply to ownership of less than five percent
(5%) of the voting stock in companies whose stock is traded on a national
securities exchange or in the over-the-counter market. For purposes
of this Agreement the “Nanomaterials Business” means the development, marketing,
use, modification or exploitation of any technology or process for the
production of pigments, metals, nanomaterials or other materials from titanium
containing ores and other feed materials for use in any application being
explored, considered or developed by any Consolidated Company at any time while
Employee is employed with any Consolidated Company, including, without
limitation, the production of titanium dioxide pigments, the production of
titanium metals, the production of pharmaceutical products or pharmaceutical
delivery devices, the production of lanthanum based
phosphate and arsenic binding products, the production of battery materials,
batteries or other energy storage devices or the production of thermal spray
materials.
8.3 Nonsolicitation. Employee hereby agrees
that, while he is employed by any Consolidated Company pursuant to this
Agreement, and, during a period of 12 months following the termination of
Employee’s employment with all Consolidated Companies, Employee will not,
directly or indirectly, through an affiliate or otherwise, for his account or
the account of any other person, (a) solicit business substantially similar to
the Nanomaterials Business from any person or entity that at the time of
termination is or was a customer of any Consolidated Company, whether or not
Employee had personal contact with such person during and by reason of
employment with a Consolidated Company; (ii) in any manner induce or attempt to
induce any employee of a Consolidated Company to terminate his or her employment
with a Consolidated Company; or (iii) materially and adversely interfere with
the relationship between a Consolidated Company and any employee, contractor,
supplier, customer or shareholder of a Consolidated Company.
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8.4 Enforceability. If any of the provisions of
this Section 8 is held unenforceable, the remaining provisions shall
nevertheless remain enforceable, and the court making such determination shall
modify, among other things, the scope, duration, or geographic area of this
Section to preserve the enforceability hereof to the maximum extent then
permitted by law. In addition, the enforceability of this Section is
also subject to the injunctive and other equitable powers of a court as
described in Section 11 below.
8.5 Jurisdiction. For the sole purpose of
enforcement of the Consolidated Companies’ rights under this Section 8, Parent,
the Company and Employee intend to and hereby confer jurisdiction to enforce the
restrictions set forth in this Section 8 (the "Restrictions") upon the courts of
any jurisdiction within the geographical scope of the
Restrictions. If the courts of any one or more of such jurisdictions
hold the Restrictions unenforceable by reason of the breadth of such scope or
otherwise, it is the intention of Parent, the Company and Employee that such
determination not bar or in any way affect any Consolidated Company's rights to
the relief provided above in the courts of any other jurisdiction within the
geographical scope of the Restrictions, as to breaches of such covenants in such
other respective jurisdictions, such covenants as they relate to each
jurisdiction being, for this purpose, severable into diverse and independent
covenants. In the event of any litigation between the parties under
this Section 8, the court shall award reasonable attorneys fees to the
prevailing party.
9. Confidential
Information, Invention Assignment, Etc. Employee represents and
covenants that Employee has signed and delivered to Parent (or will sign and
deliver upon request) an Employment, Confidential Information, Invention
Assignment, Nonsolicitation and Arbitration Agreement (the “Proprietary
Information Agreement”) in the form set forth in the Consolidated Companies’
Policy Manual. Employee’s execution of such a Proprietary Information
Agreement is a condition precedent to Employee’s eligibility for any rights and
benefits under this Agreement. The Proprietary Information Agreement
and this Agreement shall be interpreted, to the extent possible, as being
mutually consistent with each other, supplementary and both fully enforceable;
provided, however, in the event of an irreconcilable conflict between specific
provisions of each of the two agreements, the specific provisions of this
Agreement shall prevail.
10. No
Conflicts.
Employee hereby represents
and covenants that Employee’s performance of all the terms of this Agreement and
his work as an employee of a Consolidated Company does not and will not breach
any oral or written agreement to which Employee is a party or by which Employee
is bound.
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11. Equitable
Remedies. Employee acknowledges and agrees that
the breach or threatened breach by him of certain provisions of this Agreement,
including without limitation Sections 8 above, would cause irreparable harm to
the Consolidated Company for which damages at law would be an inadequate
remedy. Accordingly, Employee hereby agrees that in any such instance
Parent or the Company shall be entitled to seek (without prior mediation or
arbitration) injunctive or other equitable relief in any state or federal court
within or without the State of Nevada in addition to any other remedy to which
it may be entitled. Employee hereby submits to the jurisdiction of
any courts within the City of Reno in the State of Nevada and agrees not to assert such venue is
inconvenient.
12. Assignment. This Agreement is for the unique
personal services of Employee and is not assignable or delegable in whole or in
part by Employee without the consent of the Board of Parent. This
Agreement may not be assigned or delegated in whole or in part by the Parent or
the Company without the written consent of Employee; provided, however, this
Agreement may be assigned by the Parent or the Company without Employee’s prior
written consent if such assignment is made to an entity that is a Consolidated
Company or is acquiring substantially all of the business or assets of any
Consolidated Company, whether by merger, asset sale or
otherwise.
13. Waiver or
Modification. Any waiver,
modification, or amendment of any provision of this Agreement shall be effective
only if in writing in a document that specifically refers to this Agreement and
such document is signed by the parties hereto.
14. Entire
Agreement. This Agreement,
together with the Proprietary Information Agreement and other agreements
required under the Consolidated Companies’ policies constitute the full and
complete understanding and agreement of the parties hereto with respect to the
subject matter covered herein and supersedes all prior oral or written
understandings and agreements with respect thereto.
15. Severability. If any provision of this Agreement is found to be
unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.
16. Attorneys’
Fees. Should any
Company, Parent or Employee default in any of the covenants contained in this
Agreement, or in the event a dispute shall arise as to the meaning of any term
of this Agreement, the defaulting or nonprevailing party shall pay all costs and
expenses, including reasonable attorneys’ fees, that may arise or accrue from
enforcing this Agreement, securing an interpretation of any provision of this
Agreement, or in pursuing any remedy provided by applicable law whether such
remedy is pursued or interpretation is sought by the filing of a lawsuit, an
appeal, or otherwise.
17. Confidentiality. Each of the parties
acknowledges that the common shares of Parent are registered under
the Securities Exchange Act of 1934, as amended, and a result, Parent may be
required to, and hereby has authorization to, file this Agreement or any
amendment hereto with the Securities and Exchange Commission without requesting
confidential treatment for any portion hereof.
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18. Notices. Any notice required
hereunder to be given by either party shall be in writing and shall be delivered
personally or sent by certified or registered mail, postage prepaid, or by
private courier, with written verification of delivery, or by facsimile or other
electronic transmission to the other party to the address or facsimile number
set forth below or to such other address or facsimile number as either party may
designate from time to time according to this provision. A notice
delivered personally or by facsimile or electronic transmission shall be
effective upon receipt. A notice delivered by mail or by private
courier shall be effective on the third day after the day of
mailing:
(a) To Employee
at: X.X. Xxx 0000
Xxxxxxx Xxx,
XX 00000
Facsimile No:
_______________
(b) To Parent and the Company at: Altair
Nanotechnologies Inc.
000 Xxxxxx Xxx
Xxxx, Xxxxxx 00000
Facsimile No: (000)
000-0000
19. Disputes;
Governing Law; Arbitration.
(a) Except as provided in Section 11 and
Section 8.5, any dispute concerning the interpretation or construction of this
Agreement or his employment or service with Company, shall be resolved by
confidential mediation or binding arbitration in Reno, Nevada. The
parties shall first attempt mediation with a neutral mediator agreed upon by the
parties. If mediation is unsuccessful or if the parties are unable to
agree upon a mediator within thirty (30) days of a request for mediation by any
party, the dispute shall be submitted to arbitration pursuant to the procedures
of the American Arbitration Association (“AAA”) or other procedures agreed to by
the parties. All arbitration proceedings shall be conducted by a
neutral arbitrator mutually agreed upon by the parties from a list provided by
AAA. The decision of the arbitrator shall be final and binding on all
parties. The costs of mediation and arbitration shall be borne
equally by the parties.
(b) This Agreement shall be construed in
accordance with and governed by the statutes and common law of the State of
Nevada (other than any provisions that would
cause the provisions of any other laws to apply). To the extent this
Agreement expressly permits any dispute to be resolved other than through
arbitration or mediation, except as set forth in Section 8.5, the exclusive
venue for any such action shall be the state and federal courts located in Reno,
Nevada, and the parties each hereby submit to the jurisdiction of such courts
for purposes of this Agreement.
20. Counterparts;
Facsimile. This
Agreement may be executed in multiple counterparts, all of which taken together
shall form a single Agreement. A facsimile copy of this Agreement or
any counterpart thereto shall be valid as an original.
[intentionally left blank; signature
page follows]
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IN WITNESS WHEREOF, Employee has signed
this Employment Agreement (Level 12 Officer) personally and the Company and
Parent have caused this Agreement to be executed by their duly authorized
representatives.
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COMPANY:
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ALTAIRNANO,
INC.
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a Nevada
corporation
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By: /s/
Xxxxx Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title: President
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PARENT:
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a Canadian
corporation
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By: /s/
Xxxxx Xxxxxxxx
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Name: Xxxxx
Xxxxxxxx
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Title: President
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EMPLOYEE:
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/s/
Xxxx Xxxxxxx
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Xxxx
Xxxxxxx, an individual
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