Contract
Exhibit
10.1
(Level
12
Officer)
THIS
EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into as of December 7, 2007, 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 Xxxxx
Xxxxxxx, an individual (“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 date first set forth above (the “Effective
Date”). The Term shall terminate upon the earlier to occur of (i) the Expiration
Date, and (ii) the termination of Employee’s employment with all of the
Consolidated Companies. The initial Expiration Date shall be the
two-year anniversary of the Effective Date. Unless the Company or
Employee provides the other with at least ninety (90) days advance written
notice prior to the initial Expiration Date (and each Expiration Date
thereafter) of its intention not to renew this term of Agreement following
the
then-current Expiration Date, the Expiration Date shall automatically be
changed
to the two-year anniversary of the then-current Expiration Date. Notwithstanding
anything in this Agreement to the contrary, Sections 7 and 8 shall survive
termination of this Agreement and expiration of the Term 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.
3. Duties. Employee’s
title shall be
Vice President, Chief Technology Officer. 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
$225,000. 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. During the period
of
Employee’s employment with a Consolidated Company, Parent has granted, and in
the future 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 agreements
governing any past Equity Awards shall be amended to provide that
all otherwise unvested Equity
Awards shall, unless otherwise requested by Employee in writing, immediately
vest as of the effective date of a 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 (f) habitual neglect of or deliberate or intentional refusal to perform
mutually agreed upon Employee’s duties and obligations under 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.
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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.
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. Ellffect
of Termination of Employee’s
Employment.
7.1 Provisions
Applicable to All
Terminations. If
Employee’s employment with all Consolidated Companies is terminated at any time
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
(but not as of an Expiration Date), 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
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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.
7.4 Termination
by Company without
Cause. If
Employee's employment is terminated by the Company without Cause during the
Term
(but not as of an Expiration Date), 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.
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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).
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 development, marketing, provision or sale of any technology,
process, product or service that is being developed, marketed, provided or
sold
by any Consolidated Company during the period Employee is employed with any
Consolidated Company. 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.
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 for a Competing 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.
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.
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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 any of the Consolidated Companies and Employee with respect
to
the subject matter covered herein and supersedes all prior oral or written
understandings and agreements with respect thereto
(including any offer letter associated
with the commencement of your employment).
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.
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:
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(a) To
Employee
at: ____________________
____________________
____________________
(b) To
Parent/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]
10
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/
Xxxx
Xxxxxxx
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Name: Xxxx
Xxxxxxx
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Title: Chief
Executive
Officer
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PARENT:
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a
Canadian
corporation
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By: /s/
Xxxx
Xxxxxxx
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Name: Xxxx
Xxxxxxx
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Title: Chief
Executive
Officer
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EMPLOYEE:
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/s/
Xxxxx
Xxxxxxx
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Xxxxx
Xxxxxxx, an
individual
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11
