altair_10q-ex1001.htm


    
      
        

        

      

      

       

       

    

    Certain
portions of this exhibit have been omitted pursuant to Rule 24b-2 and are
subject to a confidential treatment request. Copies of this exhibit containing
the omitted information have been filed separately with the Securities and
Exchange Commission. The omitted portions of this document are marked with a
***.

    


    Altairnano
2009 Incentive Bonus

    Plan
Document

    


    Purpose – The annual Incentive
Bonus is intended to compensate all regular employees for achieving
pre-determined individual (for Level 2 - 6 employees only) and corporate goals.
The Bonus is a key element of the Company’s total compensation plan for all
employees. This document outlines the scope and administration of the 2009
Incentive Bonus Plan.

    


    Eligibility – All regular
employees are included in the plan. The extent of their participation is based
on their actual earned covered compensation for 2009. A participant must be an
employee on the date the bonus is paid to receive a bonus award. We do not
consider a bonus under this plan to be earned until the date it is paid. This
plan is not a contract and may be amended, eliminated or replaced at
Altairnano’s sole discretion.  Under all circumstances, payment of
bonus is at the sole discretion of the Board of Directors.

    


    Overview
of Plan

    The 2009
Incentive Bonus Plan is based upon the Individual Employee and Total Company
Performance, equally weighted for Levels 2 – 6, 50% of Incentive Bonus
Opportunity based on Individual Employee Performance and 50% of Incentive Bonus
Opportunity based on Company Performance. The Incentive Bonus for Levels 7 to 13
is based 100% on Company Weighted Performance.

    


    The
Company Weighted Performance has four components:

     

    
      	 	 	 
	
              Component

            	
              Target

            	
              Weighting

            
	 	 	 
	
              
                Total  Revenue
       

              

            	
              $
      *** million

            	
              25%

            
	 	 	 
	
              Order Backlog
       

            	
              $
      *** million

            	
              30%

            
	 	 	 
	
              Cash at Year End
       

            	
              $
      *** million

            	
              40% 

            
	 	 	 
	
              Safety
       

            	
              ***
      OSHA Incidence Rate

            	
              5%

            


    

    


    The
Incentive Bonus is triggered when Employee Performance meets or exceeds 100% of
the individual objectives and when Company Weighted performance is at least
100%. (No Bonus will be paid for the Employee Performance unless the Company
Weighted performance is 100%, or greater).  The Incentive Bonus for
Company Weighted Performance is triggered when 100% of target performance is
achieved, as well. The multiplier achieved increases linearly from 100% to 150%
for 100% to 125% Performance, as illustrated below in Chart 1. The Company Weighted
bonus and Employee bonus multipliers are each capped at 150%.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    CHART
1

     

    
 

     

    The
amount of the Incentive Bonus varies by Employee Level ( Chart 2 ):

     

    
      	 	 
	
              Employee
      Level

            	
              Incentive
      Bonus Opportunity

              (%
      of Employee Salary)

            
	 
      	
              Opportunity

            	
              Cash
      Payout

            	
              Stock  Payout

            
	
              2
      to 6

            	
              15%

            	
              100%

            	
              0%

            
	
              7
      to 8

            	
              25%

            	
              60%

            	
              40%

            
	
              9
      to 10

            	
              
                40%

              

            	
              60%

            	
              40%

            
	
              11
      to 12

            	
              60%

            	
              60%

            	
              40%

            
	
              13

            	
              80%

            	
              60%

            	
              40%

            


    

    


    Bonus Generation – The Bonus
Pool is determined after year-end when the audited financial results are made
available. The calculation of bonus will be made by the CFO or his designee,
confirmed by the independent auditor and approved by the Board Compensation,
Nominating and Corporate Governance Committee before distribution.

    


    The four
weighted components of the Company Performance are defined as:

    


    Total
Revenue – The total revenues recorded for 2009 in accordance with GAAP as
reported on the audited financial statements.

    


    Order
Backlog – The amount any customer is firmly committed to purchase during 2010 or
thereafter as set forth in any signed PO or contract, customer collaboration or
grant, measured at year end in accordance with GAAP and SEC reporting
standards.

    


    Cash at
Year End – The sum of Cash and Cash Equivalents reported on the audited
financial statements at year end 2009, net of any cash raised from the sale or
exercise of options, warrants and new issuance of shares.

    


    Safety –
The OSHA incidence rate for the Company for 2009 as reported by
EH&S.

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Bonus Payout – There are
target payouts for each Level (Chart 2). Each employee may
receive more or less than the target payout for their Level. (However, the total
bonus pool award earned by the Company is not affected by these
adjustments.)

    


    Employees
for Levels 2 – 6 receive a cash payment; employees at Levels 7 – 13 (including
all executive officers) will receive payment as 60% cash and 40% ALTI stock
grant. The Compensation, Nominating and Corporate Governance Committee must
approve the overall Plan award and the individual awards for all executive
officers.

    


    The
number of shares issued is determined using the value weighted average price
(VWAP) of ALTI shares during the bonus earnings period of January – December
2009.  The Grant Date establishes the taxable value of the bonus stock
to the employee, regardless of the award date. An example follows.

    


    Chart
3 -  Payout Example
– Assuming $25,000 bonus for a level 7 employee

     

    
      Bonus
Calculation

    

    
      	
              Cash
      Allocation at 60%

            	
              $15,000

            
	
              Stock
      Allocation at 40%

            	
              $10,000

            
	
              Total

            	
              $25,000

            
	 	 
	
              
                Stock
      Allocation

              

            	
              $10,000

            
	
              Divided
      by VWAP Price (estimate)

            	
              
                $2.00

              

            
	
              Equals
      Number of Shares Granted

            	
              5,000

            


    

     

    Calculation
for Stock Grant Earnings

    
      	
              Taxable
      Shares Granted

            	
              5,000

            
	
              Closing
      Price on day prior to Grant Date (estimate)

            	
              x        $2.50

            
	
              Taxable
      Stock Value

            	
              $7,500

            


    

     

    Reported
Earnings (W2)

    
      	
              Gross
      Cash Distribution

            	
              $15,000

            
	
              Taxable
      Stock Value

            	
              $7,500

            
	
              Total
      Taxable Bonus Value

            	
              $22,500

            


    

    


    (note –
tax withholding on both earnings elements will be deducted from the cash
portion)

    


    Discretionary Bonus & Adjustments
– The Compensation, Nominating and Corporate Governance Committee may
also make discretionary bonuses from time to time if it determines, after
considering the total base salary, annual incentive bonus and equity-based
compensation to an employee(s), that the total compensation otherwise earned by
the employee(s) underrepresented the value or contribution of the employee(s)
during the year. Conversely, an employee may receive less than the target payout
for his or her level if the value or contribution of the employee during the
year was inadequate or inferior to what was expected from an employee in his or
her position.

    


    Disability, FMLA and Workers’
Comp – The intent of the Incentive Bonus Plan is to reward individual
performance and company performance contributions per the stated rules and
procedures in this document. If an eligible employee is absent from their
regular position due to FMLA, workers' compensation or disability, they are
still eligible for an earned award based on the pro-rata number of actual days
worked and the resultant covered compensation. Amounts of funds received from
Workers’ Compensation, disability insurance benefits or other sources are not to
be included in the calculation of earned covered compensation.

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Extraordinary
Events – In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock, split-up,
split-off, spin-off, reorganization or liquidation to which Altair
Nanotechnologies Inc. or the subsidiary for which employee primarily provides
services is a party, any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of Altair Nanotechnologies Inc. or the subsidiary for which
employee primarily provides services, or the transfer by one or more
shareholders, in one transfer or several related transfers, of 50% or more of
the common shares outstanding on the date of such transfer (or the first of such
related transfers) to persons, other than wholly-owned subsidiaries or family
trusts,  who were not shareholders of Altair Nanotechnologies
Inc. prior to the first such transfer (each, a “Transaction”), the Board of
Directors shall, in its sole discretion and to the extent possible under the
structure of the Transaction, select, prior to the consummation of the
Transaction, one of the following alternatives for treating this incentive bonus
plan: (a) this incentive bonus plan shall remain in effect in accordance with
its terms; (b) this incentive bonus plan shall remain in effect in accordance
with its terms but shall be assumed (in total and/or with respect to employees
who primarily provide services to transferred subsidiaries or business units) by
the surviving corporation of any Transaction (including, if applicable, the
purchaser of a business unit or its assets); or (c) any future accruals under
this incentive bonus plan shall terminate as of the consummation of the
Transaction and all bonus components, target bonuses and other aspects of this
incentive bonus plan shall be pro-rated based upon the number of days that have
elapsed in the calendar year.

     

    Example Scenarios – Several
example scenarios of Bonus Award calculation are illustrated as Chart 4 .

    


    CHART
4

    


    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              Scenario 1 - All
      Target Components are met at 100%

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              Objective

            	 
      	
              Actual

            	 
      	
              %

            	 
      	 
      	 
      	
              Weighted

            	 
      
	 
      	
              Criteria

            	 
      	
              ($
      in millions)

            	 
      	
              ($
      in millions)

            	 
      	
              Performance

            	 
      	
              Weighting

            	 
      	
              Performance
      %

            	 
      
	 
      	
              Total
      Revenue

            	
              (meet
      or exceed)

            	 
      	
              ***

            	 
      	
              ***

            	 
      	
              100.0%

            	 
      	
              25.0%

            	 
      	
              25.0%

            	 
      
	 
      	
              Order
      Backlog

            	
              (meet
      or exceed)

            	 
      	
              ***

            	 
      	
              ***

            	 
      	
              100.0%

            	 
      	
              30.0%

            	 
      	
              30.0%

            	 
      
	 
      	
              Cash
      at Year End

            	
              (meet
      or exceed)

            	 
      	
              ***

            	 
      	
              ***

            	 
      	
              100.0%

            	 
      	
              40.0%

            	 
      	
              40.0%

            	 
      
	 	
              Safety

            	
              (meet
      or less than)

            	 	
              ***

            	 	
              ***

            	 	
              100.0%

            	 	
              5.0%

            	 	
              5.0%

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	
              100.0%

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              Payout
      %                                    =

            	 
      	
              100.0%

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
               Employee
      at level 2-6 with 100% individual performance:

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	
              Weighting

            	 	
              Results
      %

            	 	
              %
      Target

            	 	 	 
	 
      	
              Company
      performance

            	 
      	 
      	 
      	
              50.0%

            	 
      	
              100.0%

            	 
      	
              50.0%

            	 
      	 
      	 
      
	 	
              Individual
      performance

            	 	
              100.0%

            	 	
              50.0%

            	 	
              100.0%

            	 	
              50.0%

            	 	 	 
	 	 	 	 	 	 	 	 	 	
              100.0%

            	 	 	 
	 	 	 	 	 	
              Opportunity
      level

            	 	
              15.0%

            	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
              Total
      Bonus as % of earned compensation

            	 	
              15.0%

            	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
               Employee
      at level 7-13 would earn their Opportunity % at

            	 
      	 
      	 
      	 
      	 
      	
              100.0%

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

     

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    CHART
4 (continued)

    
      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                    
                                      Scenario 2 –
      Individual Performance meets Target, Company Weighted performance below
      100%

                                    

                                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                                    Objective

                                  	 
      	
                                    Actual

                                  	 
      	
                                    %

                                  	 
      	 
      	 
      	
                                    Weighted

                                  	 
      
	 
      	
                                    Criteria

                                  	 
      	
                                    ($
      in millions)

                                  	 
      	
                                    ($
      in millions)

                                  	 
      	
                                    Performance

                                  	 
      	
                                    Weighting

                                  	 
      	
                                    Performance
      %

                                  	 
      
	 
      	
                                    Total
      Revenue

                                  	
                                    (meet
      or exceed)

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    100.0%

                                  	 
      	
                                    25.0%

                                  	 
      	
                                    25.0%

                                  	 
      
	 
      	
                                    Order
      Backlog

                                  	
                                    (meet
      or exceed)

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    
                                      75.0%

                                    

                                  	 
      	
                                    30.0%

                                  	 
      	
                                    
                                      22.5%

                                    

                                  	 
      
	 
      	
                                    Cash
      at Year End

                                  	
                                    (meet
      or exceed)

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    100.0%

                                  	 
      	
                                    40.0%

                                  	 
      	
                                    40.0%

                                  	 
      
	 	
                                    Safety

                                  	
                                    (meet
      or less than)

                                  	 	
                                    ***

                                  	 	
                                    ***

                                  	 	
                                    100.0%

                                  	 	
                                    5.0%

                                  	 	
                                    5.0%

                                  	 
	 	 	 	 	 	 	 	 	 	 	 	 	
                                    
                                      92.5%

                                    

                                  	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                    Payout
      %                                    =

                                  	 
      	
                                    
                                      0%

                                    

                                  	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                     Employee
      at level 2-6 with 100% individual performance:

                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	
                                    Weighting

                                  	 	
                                    Results
      %

                                  	 	
                                    %
      Target

                                  	 	 	 
	 
      	
                                    Company
      performance

                                  	 
      	 
      	 
      	
                                    50.0%

                                  	 
      	
                                    0%

                                  	 
      	
                                    
                                      
                                        0%

                                      

                                    

                                  	 
      	 
      	 
      
	 	
                                    Individual
      performance

                                  	 	
                                    100.0%

                                  	 	
                                    50.0%

                                  	 	
                                    100.0%

                                  	 	
                                    50.0%

                                  	 	 	 
	 	 	 	 	 	 	 	 	 	
                                    
                                      50.0%

                                    

                                  	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                                    Total
      Bonus as % of earned compensation

                                  	 	
                                    15.0%

                                  	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	      
                                    (Individual
      Performance not earned unless Company Weighted Performance equal to or
      greater than 100%.)

                                  	 	 	 	 	 
	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                     Employee
      at level 7-13 would earn their Opportunity % at

                                  	 
      	 
      	 
      	 
      	 
      	
                                    
                                      0%

                                    

                                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        


        
          	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                  
                    
                      Scenario 3 – Company Performance Exceeds
      Targets

                    

                  

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                  Objective

                	 
      	
                  Actual

                	 
      	
                  %

                	 
      	 
      	 
      	
                  Weighted

                	 
      
	 
      	
                  Criteria

                	 
      	
                  ($
      in millions)

                	 
      	
                  ($
      in millions)

                	 
      	
                  Performance

                	 
      	
                  Weighting

                	 
      	
                  Performance
      %

                	 
      
	 
      	
                  Total
      Revenue

                	
                  (meet
      or exceed)

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  
                    105.3%

                  

                	 
      	
                  25.0%

                	 
      	
                  
                    26.3%

                  

                	 
      
	 
      	
                  Order
      Backlog

                	
                  (meet
      or exceed)

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  
                    
                      105.0%

                    

                  

                	 
      	
                  30.0%

                	 
      	
                  
                    
                      31.5%

                    

                  

                	 
      
	 
      	
                  Cash
      at Year End

                	
                  (meet
      or exceed)

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  
                    116.7%

                  

                	 
      	
                  40.0%

                	 
      	
                  
                    46.7%

                  

                	 
      
	 	
                  Safety

                	
                  (meet
      or less than)

                	 	
                  ***

                	 	
                  ***

                	 	
                  
                    110.0%

                  

                	 	
                  5.0%

                	 	
                  
                    5.5%

                  

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	
                  
                    
                      110.0%

                    

                  

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                  Payout
      %                                    =

                	 
      	
                  
                    
                      120.0%

                    

                  

                	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                   Employee
      at level 2-6 with 100% individual performance:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	
                  Weighting

                	 	
                  Results
      %

                	 	
                  %
      Target

                	 	 	 
	 
      	
                  Company
      performance

                	 
      	 
      	 
      	
                  50.0%

                	 
      	
                  
                    120.0%

                  

                	 
      	
                  
                    
                      
                        60.0%

                      

                    

                  

                	 
      	 
      	 
      
	 	
                  Individual
      performance

                	 	
                  100.0%

                	 	
                  50.0%

                	 	
                  100.0%

                	 	
                  50.0%

                	 	 	 
	 	 	 	 	 	 	 	 	 	
                  
                    
                      110.0%

                    

                  

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	
                  Opportunity
      level

                	 	
                  15.0%

                	 	 	 	 	 
	 	 	 	 	 	
                  Total
      Bonus as % of earned compensation

                	 	
                  
                    16.5%

                  

                	 	 	 
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                   Employee
      at level 7-13 would earn their Opportunity % at

                	 
      	 
      	 
      	 
      	 
      	
                  
                    
                      120.0%

                    

                  

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


        

         

      

      

        
          
             


          

          
            5

            
              

            

          

          
             


          

        

      

    

     

    CHART 4
(continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        	 	 	 
	 
      	
                                Payout %
      Calculation

                              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	
                                Payout
      %  = mx + b

                              	 	 	
                                m =
      (Incentive Multiplier delta) / (Performance delta)

                              	 	 	 	
                                2.00

                              	 
	 	 	 	 	
                                x  =
      (Weighted Performance % results)

                              	 	 	 	 	
                                See
      scenarios above

                              	 
	 	 	 	 	
                                b  =
      ((Incentive Multiplier base) - m*(Performance Base))

                              	 	 	 	
                                                  (1.00)

                              	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	
                                Note:  Both
      Individual Employee Performance and Company Performance are
      identical.

                              	 	 	 	 	 
	 	
                                Incentive
      Multiplier base

                              	 	
                                100.0%

                              	 	 	 	
                                Performance
      base

                              	 	 	 	
                                100.0%

                              	 
	 	
                                Incentive
      Multiplier maximum

                              	 	
                                
                                  150.0%

                                

                              	 	 	 	
                                Performance
      maximum

                              	 	 	
                                125.0%

                              	 
	 	
                                Incentive
      Multiplier delta (change)

                              	 	
                                               0.50

                              	 	 	 	
                                Performance
      delta (change)

                              	 	
                                                    0.25

                              	 
	 	 	 	 	 	 	 	 	 	 	 	 	 


                      

                    

                  

                

              

            

          

        

      

      
        	 	 	 	
                Scenario
      1

              	
                Scenario
      2

              	
                Scenario
      3

              	 	 	 
	 	 	
                Weighted
      Performance % is as calculated    

              	
                100.0%

              	 	
                50%

              	 	
                110%

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                Payout
      % calculation

              	
                100.0%

              	 	
                0%

              	 	
                120%

              	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


      

    

     

    Note
- Nothing in this Plan Document should be construed as a contract of employment
or otherwise alter the at-will nature of each participant’s employment with the
Company.

     

     

     

    6